SEC Filing Summary: Halcón Resources Corporation
Business Context and Reporting Period
This Form 8-K Current Report was filed by Halcón Resources Corporation (not Battalion Oil Corp) on May 22, 2014. The report details the outcomes of the Company's annual meeting of stockholders held on the same date in Houston, Texas.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure amendments rather than financial performance.
Material Changes and Corporate Actions
- Authorized Stock Increase: Stockholders approved an amendment to Article Four of the Amended and Restated Certificate of Incorporation. The authorized common stock was increased by 670,000,000 shares, bringing the total to 1,340,000,000 shares. The amendment was filed with the Delaware Secretary of State and became effective immediately.
- Director Elections: Four individuals were elected as Class A directors for three-year terms expiring in 2017: James W. Christmas, Thomas R. Fuller, David B. Miller, and Michael A. Vlasic.
- Accountant Ratification: Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014.
Voting Results
| Proposal | Votes For | Votes Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Directors (James W. Christmas) | 260,828,737 | 1,280,298 (Withheld) | 112,110,024 |
| Election of Directors (Thomas R. Fuller) | 260,857,898 | 1,251,137 (Withheld) | 112,110,024 |
| Election of Directors (David B. Miller) | 227,213,826 | 34,895,209 (Withheld) | 112,110,024 |
| Election of Directors (Michael A. Vlasic) | 260,940,087 | 1,168,948 (Withheld) | 112,110,024 |
| Amendment to Certificate of Incorporation | 340,270,112 | 32,027,387 (Against) | 112,110,024 |
| Ratification of Deloitte & Touche LLP | 371,295,039 | 1,813,691 (Against) | N/A |
Outlook and Risks
The filing contains no management commentary regarding future guidance, outlook, risks, or contingencies. The document is strictly a record of the stockholder vote and the resulting corporate amendment.
Key Facts for Investor Verification
- Verify the total authorized share count is now 1,340,000,000 shares following the May 22, 2014 amendment.
- Confirm the composition of the Board of Directors, noting the addition of four new Class A directors and the continuation of eight existing directors.
- Note the significant number of broker non-votes (112,110,024) on director elections and the stock amendment, indicating a large portion of shares were held in street name without voting instructions on these specific matters.
- Review the attached Exhibit 3.1 for the full legal text of the Certificate of Amendment.