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 24, 2023

 

GULFPORT ENERGY CORPORATION 

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-19514		86-3684669
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

713 Market Drive Oklahoma City, Oklahoma		73114
(Address of principal executive offices)		(Zip code)

 

(405) 252-4600 

(Registrant’s telephone number, including area code)

 

 

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

 

Check the appropriate box below if the Form 8-K 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

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

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

 

Title of each class		Name of each exchange on which registered		Trading Symbol
Common stock, par value $0.0001 per share		The New York Stock Exchange		GPOR

 

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.

 

(a) On May 24, 2023, Gulfport Energy Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at 713 Market Drive, Oklahoma City, Oklahoma.

 

(b) The final voting results for the four proposals that were presented for stockholder approval, recommendation or ratification at the Annual Meeting are set forth below. Each of the four proposals was described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2023. All results presented below reflect the voting power of the Company’s common stock and the Company’s Series A Convertible Preferred Stock on an as-converted basis.

 

Proposal 1: Election of Directors

 

Timothy J. Cutt, David Wolf, Guillermo (Bill) Martinez, Jason Martinez, David Reganato, John Reinhart and Mary Shafer-Malicki were elected to serve as the Company’s directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote on Proposal 1 were as follows:

 

Name of Nominee		For				Against				Abstain				Non-Votes
Timothy J. Cutt			20,278,205				281,830				890				550,189
David Wolf			20,446,588				113,447				890				550,189
Guillermo (Bill) Martinez			19,427,916				1,132,116				893				550,189
Jason Martinez			20,444,904				115,131				890				550,189
David Reganato			20,068,711				491,323				891				550,189
John Reinhart			20,517,433				42,599				893				550,189
Mary Shafer-Malicki			20,556,424				3,608				893				550,189

 

Proposal 2: Auditors Ratification Proposal

 

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023. The results of the vote on Proposal 2 were as follows:

 

For				Against				Abstain				Non-Votes
	21,097,785				12,461				868				0

 

Proposal 3: Say-On-Pay Proposal

 

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers. The results of the vote on Proposal 3 were as follows:

 

For				Against				Abstain				Non-Votes
	20,521,465				37,999				1,460				550,189

 

Proposal 4: Say on Frequency Proposal

 

The Company’s stockholders voted, on an advisory, non-binding basis, on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers. The results of the vote on Proposal 4 were as follows:

 

1 year				2 years				3 years				Abstain				Non-Votes
	20,486,478				11,812				61,349				1,286				550,189

 

In light of the results of the advisory vote on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, the Board of the Company has determined that the Company will hold the advisory vote on executive compensation every year.

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

	GULFPORT ENERGY CORPORATION
Date: May 26, 2023	By:	/s/ Michael Hodges
		Michael Hodges
		Chief Financial Officer

 

 

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