8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2023

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CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable.

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

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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):

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

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).

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.

The Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on April 26, 2023. At the Annual Meeting, the Company’s shareholders were requested to: (1) elect nine directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2024 Annual Meeting of Shareholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023; (3) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2023 (the “Definitive Proxy Statement”); and (4) approve, on an advisory basis, the selection of the frequency of future advisory votes on named executive officer compensation.

With respect to the advisory proposal concerning the frequency of future advisory votes on executive compensation, consistent with the recommendation of the Company’s Board of Directors, shareholders cast the highest number of votes for an annual frequency instead of a biennial (every two years) or a triennial (every three years) frequency. In light of this vote and other factors, the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation. Accordingly, the Company will include an advisory vote on executive compensation every year in its future proxy materials until the next shareholder vote on the frequency of such votes. The Company will re-evaluate the determination in connection with its next shareholder advisory vote regarding the frequency of future advisory votes on executive compensation.

The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Definitive Proxy Statement:

1.Each of the directors that were up for election was elected for a term of one year. Votes regarding the election of these directors were as follows:

2.PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for 2023. The voting results were as follows:

3.The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows:

4.The Board proposal seeking approval, on an advisory basis, of the selection of the frequency of future advisory votes on named executive officer compensation. The voting results were as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

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