CRK 8-K
Comstock Resources Inc (CRK)
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
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(Exact name of Registrant as Specified in Its Charter)
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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Trading |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements with Certain Officers
The Board of Directors (the "Board") of Comstock Resources, Inc. (the "Company") previously approved an amendment (the "Amendment") to the Comstock Resources, Inc. 2019 Long-term Incentive Plan (the "2019 Plan"), subject to approval by the Company's stockholders, to (1) increase the number of shares of the Company's common stock available for issuance under the 2019 Plan by 10,000,000 shares, (2) extend the term of the 2019 Plan through April 6, 2035, and (3) provide that all of the Company's employees and contract employees, as well as the Company’s non-employee directors, would be eligible for awards under the 2019 Plan. At the Company's 2025 annual meeting of stockholders, held on June 3, 2025 (the "Annual Meeting"), the Company's stockholders approved the foregoing Amendment to the 2019 Plan.
The descriptions and summary of the Amendments contained herein and in the Company's Definitive Proxy Statement on Schedule14A filed with the Securities and Exchange Commission on April 22, 2025, as amended on April 24, 2025, are qualified in their entirety by reference to the full text of the 2019 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 3, 2025. The following proposals were submitted to the holders of the Company's common stock for a vote:
Proposal 1. The re-election of five nominees to the Board;
Proposal 2. The approval of amendments to the 2019 Plan; and
Proposal 3. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
As of the close of business on the record date, April 7, 2025, there were a total of 292,917,808 shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting. There were 276,144,309 shares of the Company's common stock present at the Annual Meeting or represented by proxy, or approximately 94% of the Company's voting capital stock, representing a quorum.
The results of such votes were as follows:
Proposal 1. The following votes were cast in the election of the five nominees to the Board of Directors:
Name of Nominee |
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Number of Votes Voted For |
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Number of Votes Withheld |
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Broker |
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Total |
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M. Jay Allison |
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264,605,791 |
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1,278,460 |
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10,260,058 |
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276,144,309 |
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Roland O. Burns |
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263,817,915 |
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2,066,336 |
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10,260,058 |
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276,144,309 |
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Elizabeth B. Davis |
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263,770,106 |
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2,114,145 |
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10,260,058 |
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276,144,309 |
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Morris E. Foster |
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261,961,350 |
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3,922,901 |
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10,260,058 |
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276,144,309 |
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Jim L. Turner |
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252,108,597 |
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13,775,654 |
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10,260,058 |
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276,144,309 |
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Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and qualified.
Proposal 2. The following votes were cast in the approval of the Amendment to the 2019 Plan:
Number of Votes Voted For |
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Number of Votes Voted Against |
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Number of Votes Abstaining |
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Broker |
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Total |
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260,585,045 |
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5,014,299 |
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284,907 |
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10,260,058 |
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276,144,309 |
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Based on the vote results set forth above, the Amendment to the 2019 Plan was approved.
Proposal 3. The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:
Number of Votes Voted For |
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Number of Votes Voted Against |
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Number of Votes Abstaining |
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Total |
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273,320,295 |
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2,703,596 |
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120,418 |
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276,144,309 |
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Based on the vote results set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was duly ratified.
Item 9.01 Financial Statements and Exhibits
(b) Exhibits
Exhibit No. |
Description |
Comstock Resources, Inc. 2019 Long-term Incentive Plan Amended and Restated as of April 7, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COMSTOCK RESOURCES, INC. |
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Date: |
June 3, 2025 |
By: |
/s/ ROLAND O. BURNS |
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Roland O. Burns |
EXHIBIT 10.1
COMSTOCK RESOURCES, INC.
2019 Long-term Incentive Plan
Amended and Restated as of April 7, 2025 (the "Amendment Date")
"Award" means the grant of any Stock Option, share of Restricted Stock, Restricted Stock Unit, Performance Unit or Stock Appreciation Right under the Plan pursuant to the terms, conditions, and limitations that the Committee may establish in order to fulfill the objectives of the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board.
"Disability" means the inability of a Participant, by reason of a physical or mental impairment, to engage in any substantial gainful activity, of which the Committee shall be the sole judge.
"Fair Market Value" of any Stock means, as of any date, the last sale price for such Stock as reported by the New York Stock Exchange on the date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded.
"Non-employee Director" means each member of the Board who is not an employee of the Company or a Subsidiary.
"Option Date" means, with respect to any Stock Option, the date on which the Stock Option is awarded under the Plan.
"Participant" means any employee, contract employee, or Non-employee Director of the Company or a Subsidiary who is selected by the Committee to participate in the Plan.
"Performance Unit" has the meaning ascribed to it in Part V.
"Permitted Transferees" means members of the immediate family of the Participant, trusts for the benefit of such immediate family members, and partnerships in which substantially all of the interests are held by the Participant and members of his or her immediate family. An immediate family member shall mean any descendant (children, grandchildren and more remote descendants), including step-children and relationships arising from legal adoption, and any spouse of a Participant or a Participant's descendant.
"Related Company" means any corporation during any period in which it is a Subsidiary, or during any period in which it directly or indirectly owns 50% or more of the total combined voting power of all classes of stock of the Company that are entitled to vote.
"Restricted Period" has the meaning ascribed to it in Part IV.
"Restricted Stock" has the meaning ascribed to it in Part IV.
"Retirement" means (i) Termination of Service in accordance with the retirement procedures set by the Company from time to time; or (ii) a Termination of Service voluntarily with the consent of the Company (of which the Committee shall be the sole judge).
"Stock" means the Company's common stock, $.50 par value per share.
"Stock Appreciation Right" has the meaning ascribed to it in Part VI.
"Stock Option" means the right of a Participant to purchase Stock pursuant to an Incentive Stock Option or Non-Qualified Stock Option awarded pursuant to the provisions of the Plan.
"Subsidiary" means any corporation during any period of which 50% or more of the total combined voting power of all classes of stock entitled to vote is owned, directly or indirectly, by the Company.
"Termination of Service" means the termination of employment of an employee by the Company and all Subsidiaries, the termination of service by a contract employee with the Company and all Subsidiaries, or the termination of service by a Non-employee Director as a member of the board of directors of the Company and all Subsidiaries. A Participant's service shall not be deemed to have terminated because of a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's service. Furthermore, a Participant's service with the Company shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company or a Subsidiary; provided, however, that if any such leave exceeds 90 days, on the 91st day of such leave the Participant's service shall be deemed to have terminated unless the Participant's leave of absence is approved by the Committee. The Participant's service shall be deemed to have terminated upon the entity for which the Participant performs service ceasing to be a Subsidiary (or any successor). Subject to the foregoing, the Company, in its discretion, shall determine whether a Participant's service has terminated and the effective date of such termination.
A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee, shall be the acts of the Committee, unless provisions to the contrary are embodied in the Company's Bylaws or resolutions duly adopted by the Committee. All actions taken and decisions and determinations made by the Committee pursuant to the Plan shall be binding and conclusive on all persons interested in the Plan. No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan.
For purposes hereof, a person will be deemed to be the beneficial owner of any voting securities of the Company which it would be considered to beneficially own under Securities and Exchange Commission Rule 13d-3 (or any similar or superseding statute or rule from time to time in effect).
"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the COMSTOCK RESOURCES, INC. 2019 Long-term Incentive Plan and an agreement entered into between the registered owner and COMSTOCK RESOURCES, INC. A copy of such plan and agreement is on file in the office of the Secretary of COMSTOCK RESOURCES, INC., 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034 or, if the Company changes its principal office, at the address of such new principal office."