crk-8k_20200603.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):  June 3, 2020

 

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 5.07Submission of Matters to a Vote of Security Holders

The Company held its 2020 Annual Meeting of Stockholders on June 3, 2020. The following proposals were submitted to the holders of the Company's common stock for a vote:

 

1.

 

The election of seven nominees to the Board of Directors;

 

 

2. 

 

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, 2020; and

 

 

3.

 

To approve, on an advisory basis, the Company's compensation of its named executive officers.

 

 

 

 

186,305,497 shares of the Company's common stock were represented at the meeting or 98% of the Company's voting capital stock. 7,716,579 of the shares were broker non-votes and were only included in the results on proposal 2.

The results of such votes were as follows:

 

 

1.

 

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

 

 

Name of Nominee

 

Number of Votes
Voted For

 

Number of Votes

Withheld

 

Total

M. Jay Allison

 

178,287,095

 

301,823

 

178,588,918

Roland O. Burns

 

178,165,912

 

423,006

 

178,588,918

Elizabeth B. Davis

 

178,280,532

 

308,386

 

178,588,918

Morris E. Foster

 

178,195,816

 

393,102

 

178,588,918

John D. Jacobi

 

177,408,673

 

1,180,245

 

178,588,918

Jordan T. Marye

 

178,142,152

 

446,766

 

178,588,918

Jim L. Turner

 

178,279,440

 

309,478

 

178,588,918


 

 

2.

 

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, 2020:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Total

 

 

 

 

 

 

 

186,051,553

 

208,840

 

45,104

 

186,305,497

 

 

 

 

 

 

 

 



 

 

3.

 

The following votes were cast in the advisory vote on executive compensation:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Total

 

 

 

 

 

 

 

177,948,350

 

298,172

 

342,396

 

178,588,918

 

 

 

 

 

 

 

 

 

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, 2020

By:

/s/ ROLAND O. BURNS

 

 

Roland O. Burns

 

 

President and Chief Financial Officer