nog8k_05282015.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 28, 2015
 

 
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
55391
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code   (952) 476-9800
 

 
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 (see General Instruction A.2. below):
 
 
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 (17CFR 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))
 
 
 

 


Item 5.07 – Submission of Matters to a Vote of Security Holders
 
At the 2015 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 28, 2015, the shareholders voted on the following:
 
Proposal One – Election of Directors
 
The following directors were elected based on the votes listed below:
 
Director Nominee
 
For
   
Withheld
   
Broker Non-Votes
 
Michael Reger
    41,715,779       324,263       11,779,261  
Lisa Bromiley
    41,740,856       299,186       11,779,261  
Robert Grabb
    41,742,150       297,892       11,779,261  
Delos Cy Jamison
    41,858,585       181,457       11,779,261  
Jack King
    41,728,288       311,754       11,779,261  
Richard Weber
    41,860,945       179,097       11,779,261  
 
Proposal Two – Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015
 
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, based on the votes listed below:
 
For
 
Against
 
Abstain
53,633,102
 
146,546
 
39,655
 
Proposal Three – Approve an Amendment to the 2013 Incentive Plan
 
The shareholders approved an amendment to the 2013 Incentive Plan, based on the votes listed below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
41,309,476
 
581,155
 
149,411
 
11,779,261
 
 
Proposal Four – Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
 
The shareholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the proxy statement distributed in connection with the 2015 Annual Meeting of Shareholders, based on the votes listed below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
41,033,088
 
855,153
 
151,801
 
11,779,261
 
The above proposals submitted to vote of security holders at the 2015 Annual Meeting of Shareholders are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2015.
 

 
 

 
 
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.

Date: May 28, 2015
NORTHERN OIL AND GAS, INC.
By     /s/ Erik J. Romslo                                      
         Erik J. Romslo
         Executive Vice President, General Counsel and Secretary