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 3, 2011
Whiting Petroleum Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-31899
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20-0098515 |
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
(Address of principal executive offices, including ZIP code)
(303) 837-1661
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
Whiting Petroleum Corporation (the “Company”) held its annual meeting of stockholders on May
3, 2011. Of the 118,112,568 shares outstanding as of the record date, 109,410,273 shares
(approximately 92.63%) were present or represented by proxy at the meeting. At the meeting, the
Company’s stockholders approved the election of D. Sherwin Artus and Philip E. Doty as directors;
amendment to the Company’s certificate of incorporation to increase the number of authorized shares
of common stock; the compensation of the Company’s named executive officers as disclosed in its
2011 proxy statement; holding the advisory vote on the compensation of the Company’s named
executive officers every year; and the ratification of the appointment of Deloitte & Touche LLP as
independent registered public accounting firm. The results of the voting on the matters submitted
to the stockholders were as follows:
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Election of directors for terms expiring at the 2014 annual meeting of stockholders and until
their successors are duly elected and qualified. |
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Shares Voted |
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| Name of Nominee |
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For |
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Withheld |
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Broker Non-Vote |
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D. Sherwin Artus |
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98,872,414 |
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2,394,639 |
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8,142,406 |
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Philip E. Doty |
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100,210,638 |
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1,057,229 |
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8,142,406 |
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Approval of amendment to the Company’s certificate of incorporation to increase number of
authorized shares of common stock. |
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| Shares Voted |
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| For |
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Against |
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Abstain |
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Broker Non-Vote |
90,502,956
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18,849,903
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57,414
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Approval of advisory resolution on compensation of named executive officers. |
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| Shares Voted |
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| For |
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Against |
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Abstain |
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Broker Non-Vote |
| 96,310,764
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4,351,946
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605,157
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8,142,406 |
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Advisory vote on frequency of future advisory votes on compensation of named executive
officers. |
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| Shares Voted |
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| 1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Vote |
| 83,761,839
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3,369,036
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13,472,899
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664,093
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8,142,406 |
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After consideration of the advisory vote by the Company’s stockholders, the Company determined
that it will hold an advisory vote on the compensation of its named executive officers every
year until |
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