Document

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 25, 2018
 
PARSLEY ENERGY, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-36463
46-4314192
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
 
 
 
 
303 Colorado Street
Suite 3000
Austin, Texas 78701
 
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
 
(737) 704-2300
 
(Registrant’s Telephone Number, Including Area Code)

 
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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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    o
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.    o
 
 
 
 
 




Item 5.07 Submission of Matters to a Vote of Security Holders.

Parsley Energy, Inc. (the “Company”) held its 2018 Annual Meeting (the “2018 Annual Meeting”) on May 25, 2018 for the following purposes: (1) to elect to the Company’s Board of Directors two Class I directors, each of whom will hold office until the 2021 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal; (2) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and (3) to approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the fiscal year ended December 31, 2017. Each of these items is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2018, as amended on April 17, 2018.

At the close of business on March 26, 2018, the record date for the 2018 Annual Meeting, 266,265,665 shares of the Company’s Class A common stock and 48,731,731 shares of the Company’s Class B common stock were outstanding and entitled to vote at the 2018 Annual Meeting.

Proposal 1 - Election of Directors

Each of the two nominees for Class I director was duly elected by the Company’s stockholders, with votes as follows:
Nominee
 
Shares For
 
Shares Against
 
Shares
Abstaining
 
Broker
Non-Votes
Ronald Brokmeyer
 
248,457,369
 
2,203,998
 
165,354
 
12,019,719
Hemang Desai
 
248,591,013
 
2,065,014
 
170,694
 
12,019,719

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the Company’s stockholders, with votes as follows:

Shares For
 
Shares Against
 
Shares Abstaining
262,623,121
 
30,753
 
192,566

Proposal 3 - Approval of Named Executive Officer Compensation

The Company’s named executive officer compensation for the fiscal year ended December 31, 2017 was approved, on a non-binding advisory basis, by the Company’s stockholders, with votes as follows:

Shares For
 
Shares Against
 
Shares Abstaining
 
Broker Non‑Votes
242,201,399
 
8,434,984
 
190,338
 
12,019,719





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PARSLEY ENERGY, INC.
 
 
 
 
 
 
 
 
By:
/s/ Colin W. Roberts
 
 
 
 
Colin W. Roberts
 
 
 
 
Executive Vice President—General Counsel
Dated: May 29, 2018