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): June 5, 2019
Riviera Resources, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-225927 | 82-5121920 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 600 Travis Street, Suite 1700 Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code) (281) 840-4000
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:
| ☐ | 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 (17CFR 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 | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
On June 5, 2019, Riviera Resources, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see our Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 22, 2019.
Proposal 1 — Election of Directors
David B. Rottino, Matthew Bonanno, Philip Brown, C. Gregory Harper, Evan Lederman and Andrew Taylor were elected to continue to serve as the Company’s directors until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Votes regarding the persons elected as directors were as follows:
| Nominee |
For | Withhold | Broker Non-Votes |
|||||||||
| David B. Rottino |
54,101,834 | 5,679,002 | 2,749,216 | |||||||||
| Matthew Bonanno |
59,381,363 | 399,473 | 2,749,216 | |||||||||
| Philip Brown |
59,624,443 | 156,393 | 2,749,216 | |||||||||
| C. Gregory Harper |
54,082,296 | 5,698,540 | 2,749,216 | |||||||||
| Evan Lederman |
59,325,702 | 455,134 | 2,749,216 | |||||||||
| Andrew Taylor |
59,358,097 | 422,739 | 2,749,216 | |||||||||
Proposal 2 — Ratification of the Appointment of KPMG LLP as Independent Auditor
The appointment of KPMG LLP as the Company’s independent auditor for 2019 was ratified. The voting results were as follows:
| For | Against | Abstain | ||||||
| 62,482,392 |
47,034 | 626 |
Proposal 3 — Approval of the Compensation, on an Advisory Basis, of the Company’s Named Executive Officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 59,403,107 |
289,606 | 88,123 | 2,749,216 |
Proposal 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation
The frequency of advisory votes on executive compensation to occur every three years was approved, on an advisory basis, as follows:
| Every Year | Every Two Years | Every Three Years | Abstain | |||||||||
| 12,391,210 |
7,634 | 38,260,483 | 9,121,509 |
The Company has determined that it will hold an advisory vote on executive compensation every three years, until the next stockholder advisory vote on the preferred frequency of advisory votes on executive compensation.
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.
June 6, 2019
| RIVIERA RESOURCES, INC. | ||
| By: | /s/ David B. Rottino | |
| Name: | David B. Rottino | |
| Title: |
President and Chief Executive Officer | |