crk-8k_20190531.htm

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 31, 2019

 

COMSTOCK RESOURCES, INC.

 

(Exact Name of Registrant as Specified in Charter)

 

STATE OF NEVADA

001-03262

94-1667468

(State or other
jurisdiction incorporation)

 

(Commission File Number)

(I.R.S. Employer
Identification Number)

5300 Town and Country Boulevard

Suite 500

Frisco, Texas 75034

(Address of principal executive offices)

(972) 668-8800

(Registrant's Telephone No.)

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:

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 240.14d-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 $0.50 (per share)

CRK

New York Stock Exchange

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 Company held its 2019 Annual Meeting of Stockholders on May 31, 2019. The following proposals were submitted to the holders of the Company's common stock for a vote:

 

1.

 

The election of five nominees to the Board of Directors;

 

 

2. 

 

The approval of the Comstock Resources, Inc. 2019 Long-term Incentive Plan; and

 

 

3.

 

The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

 

 

 

104,288,446 shares of the Company's common stock were represented at the meeting or 98.5% of the Company's voting capital stock.  8,834,591 of the shares were broker non-votes and were only included in the results on proposal 3.

The results of such votes were as follows:

 

 

1.

 

The following votes were cast in the election of the five nominees to the Board of Directors:

 

 

Name of Nominee

 

Number of Votes
Voted For

 

Number of Votes

Withheld

 

Total

M. Jay Allison

 

95,381,093

 

    72,762

 

95,453,855

Roland O. Burns

 

94,323,104

 

1,130,751

 

95,453,855

Elizabeth B. Davis

 

94,030,638

 

1,423,217

 

95,453,855

Morris E. Foster

 

94,034,910

 

1,418,945

 

95,453,855

Jim L. Turner

 

93,854,721

 

1,599,134

 

95,453,855

 

 

 

2.

 

The following votes were cast in the approval of the Comstock Resources, Inc. 2019 Long-term Incentive Plan:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Total

 

 

 

 

 

 

 

95,257,180

 

119,502

 

77,173

 

95,453,855

 

 

 

 

 

 

 

 



 

 

 

3.

 

The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Total

 

 

 

 

 

 

 

104,203,597

 

45,238

 

39,611

 

104,288,446

 

 

 

 

 

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

COMSTOCK RESOURCES, INC.

 

 

 

 

 

 

Dated: June 3, 2019

By:

/s/ ROLAND O. BURNS

 

 

Roland O. Burns

 

 

President and Chief Financial Officer