Chord Energy Corp 8-K, filed May 2, 2025
Chord Energy Corp (CHRD)
8-K
2025-05-02
For: 2025-04-30
View Original
Added on
April 08, 2026
About this 8-K
Chord Energy Corp filed this 8-K on May 2, 2025, reporting on events of April 30, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 30, 2025
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
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):
| 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:
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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 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on April 30, 2025. At the Annual Meeting, the Company’s shareholders were requested to: (1) elect eleven directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2026 Annual Meeting of Shareholders; (2) 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 19, 2025 (the “Definitive Proxy Statement”); and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.
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:
| NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||||||||||||||||
| Douglas Brooks | 48,178,789 | 77,621 | 61,887 | 4,103,284 | ||||||||||||||||||||||
| Daniel Brown | 48,178,750 | 74,156 | 65,391 | 4,103,284 | ||||||||||||||||||||||
| Susan Cunningham | 48,014,654 | 237,920 | 65,723 | 4,103,284 | ||||||||||||||||||||||
| Ian Dundas | 48,141,693 | 110,567 | 66,037 | 4,103,284 | ||||||||||||||||||||||
| Hilary Foulkes | 48,084,183 | 168,649 | 65,465 | 4,103,284 | ||||||||||||||||||||||
| Samantha Holroyd | 47,868,257 | 384,051 | 65,989 | 4,103,284 | ||||||||||||||||||||||
| Kevin McCarthy | 47,782,809 | 470,611 | 64,877 | 4,103,284 | ||||||||||||||||||||||
| Ward Polzin | 48,151,006 | 101,281 | 66,010 | 4,103,284 | ||||||||||||||||||||||
| Jeffrey Sheets | 48,093,073 | 159,350 | 65,874 | 4,103,284 | ||||||||||||||||||||||
| Anne Taylor | 47,684,657 | 553,823 | 79,817 | 4,103,284 | ||||||||||||||||||||||
| Marguerite Woung-Chapman | 46,550,145 | 1,702,496 | 65,656 | 4,103,284 | ||||||||||||||||||||||
2.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:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 47,323,842 | 740,084 | 254,371 | 4,103,284 | |||||||||||||||||
3.PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for 2025. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | ||||||||||||
| 52,022,717 | 287,058 | 111,806 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
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.
CHORD ENERGY CORPORATION (Registrant) | |||||||||||||||||
| Date: May 2, 2025 | By: | /s/ Shannon B. Kinney | |||||||||||||||
| Shannon B. Kinney | |||||||||||||||||
| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||||||||||||||