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

May  14, 2015

(Date of earliest event reported)

 

 

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

200 North Canal St.

Natchez, Mississippi  39120

(Address of principal executive offices, including zip code)

 

 

(601) 442-1601

(Registrant's telephone number, including area code)

 

 

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):

 

[ ] 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))

 

 

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2015. At the Annual Meeting, the Company’s shareholders approved the First Amendment (the “First Amendment”) to the Callon Petroleum Company 2011 Omnibus Incentive Plan (the “Plan”), which provided for (i) an increase in the number of shares of the Company’s common stock available for grant under the Plan by two million shares from 2,300,000 shares to 4,300,000 shares, (ii) the adoption of a “double trigger” meaning that, in the event of a Company change in control, early vesting or payment occurs only if a change in control occurs and the executive’s employment is terminated or constructively terminated, and (iii) the elimination of the adding back of terminated options and stock appreciation rights shares for future grants. The First Amendment was made effective as of May 14, 2015. A description of the material terms of the Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2015. In addition, the foregoing summary is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting, shareholders (a) elected two (2) Class III directors and one (1) Class I director to hold office until the 2018 and 2016 annual meeting of shareholders, respectively (Proposal #1), (b) approved, in an advisory (non-binding) vote, the Company's executive compensation (Proposal #2), (c) approved the amendment to the 2011 Omnibus Incentive Plan (Proposal #3), (d) approved the increase in authorized shares (Proposal #4), and (e) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015 (Proposal #5). For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2015. 

 

Proposal 1 – Election of Directors.

 

Class III Directors

 

Class I Directors

 

Proposal 2 – Approval, in an advisory (non-binding) vote, of the Company’s Executive Compensation.

 

 

 

Proposal 3 – Approval of the Amendment to the 2011 Omnibus Incentive Plan.

 

 

 

Proposal 4 – Approval  of the Increase in Authorized Shares.

 

 

 

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Proposal 5 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2015.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

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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.

 

 

Callon Petroleum Company

 

 

 

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Exhibit Index

 

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