nog8k_05292014.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 29, 2014
 

 
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 2014 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 29, 2014, 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
    45,054,474       388,110       11,054,167  
Robert Grabb
    45,234,025       208,549       11,054,167  
Delos Cy Jamison
    45,214,393       228,191       11,054,167  
Jack King
    45,158,717       283,867       11,054,167  
Lisa Bromiley
    45,180,262       262,322       11,054,167  
Richard Weber
    45,231,477       211,107       11,054,167  
 
Proposal Two – Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2014
 
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, based on the votes listed below:
 
For
   
Against
   
Abstain
 
  56,309,606       97,678       89,467  
 
Proposal Three – 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 Annual Meeting, based on the votes listed below:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
  43,783,631       1,545,475       113,478       11,054,167  
 
The above proposals submitted to vote of security holders at the 2014 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 25, 2014.
 

 
 

 


 
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 29, 2014
NORTHERN OIL AND GAS, INC.
By          /s/Erik J. Romslo              
               Erik J. Romslo
               Executive Vice President, General Counsel and Secretary