8-K

8-K 1 d194232d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 30, 2021

CONTANGO OIL & GAS COMPANY

(Exact Name of Registrant as Specified in Charter)

Texas

001-16317

95-4079863

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

111 E. 5th Street, Suite 300

Fort Worth, Texas

(Address of Principal Executive Offices)

76102

(Zip code)

(817) 529-0059

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.04 per share

MCF

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of the Stockholders of the Company was held on June 30, 2021, exclusively via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/MCF2021. The following are the final voting results and a brief description of each matter submitted to the Company’s stockholders at that meeting. Each proposal is described in more detail in the 2021 Proxy.

Proposal 1: Election of Directors. The stockholders of the Company elected each of the seven director nominees nominated by the Company’s Board of Directors, as follows: John C. Goff, Wilkie S. Colyer, Jr., B.A. Berilgen, Lon McCain, Janet Pasque, Joseph J. Romano and Karen Simon were elected as directors and are eligible to serve a one-year term until the 2022 annual meeting.

The following is a tabulation of the voting results with respect to each director nominee:


Director	Votes For		Voted Against		Broker Non-Votes		Abstain
John C. Goff		90,386,281		3,515,206		34,079,066		16,373
Wilkie S. Colyer, Jr.		93,671,673		229,052		34,079,066		17,435
B.A. Berilgen		89,347,292		4,555,209		34,070,066		15,359
Lon McCain		88,686,214		5,215,242		34,079,066		16,404
Janet Pasque		93,600,427		185,080		34,079,066		132,353
Joseph J. Romano		81,871,758		12,026,345		34,079,066		19,757
Karen Simon		93,609,236		186997		34,079,066		121,627

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 by the following vote:

For

Against

Abstain

Broker

Non-Votes

127,367,280

520,915

108,731

—

Proposal 3: The Compensation Advisory Vote. The Company’s Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:

For

Against

Abstain

Broker

Non-Votes

92,402,937

1,428,294

86,629

34,079,066

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


		CONTANGO OIL & GAS COMPANY

Date: July 1, 2021		/s/ E. Joseph Grady
		E. Joseph Grady
		Senior Vice President and Chief Financial and Accounting Officer

Contango Oil & Gas Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders