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): April 23, 2015

 

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10447

 

04-3072771

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification No.)

 

Three Memorial City Plaza

 

 

840 Gessner Road, Suite 1400

 

 

Houston, Texas

 

77024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 589-4600

 

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):

 

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 (17 CFR 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 Annual Meeting of Stockholders of Cabot Oil & Gas Corporation (the “Company”) held on Thursday, April 23, 2015, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 12, 2015.  In accordance with the Company’s Bylaws, on all matters other than the election of directors abstentions are counted as votes cast, but broker non-votes are not counted as votes cast and, accordingly, have no effect on the outcome of the proposals.  On the election of directors, neither abstentions nor broker non-votes are counted as votes cast and, accordingly, have no effect on the outcome of the proposal.  The final vote results for each proposal were as stated below.

 

Proposal 1:  The following nominees for directors were elected to serve one-year terms expiring in 2016:

 

Nominee

 

Shares
For

 

Shares
Against

 

Shares
Abstained

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Rhys J. Best

 

349,353,759

 

4,518,500

 

885,579

 

14,477,168

 

 

 

 

 

 

 

 

 

 

 

Dan O. Dinges

 

347,568,119

 

5,613,732

 

1,575,987

 

14,477,168

 

 

 

 

 

 

 

 

 

 

 

James R. Gibbs

 

345,271,907

 

6,476,385

 

3,009,546

 

14,477,168

 

 

 

 

 

 

 

 

 

 

 

Robert L. Keiser

 

350,788,061

 

3,084,218

 

885,559

 

14,477,168

 

 

 

 

 

 

 

 

 

 

 

Robert Kelley

 

350,293,994

 

3,625,460

 

838,384

 

14,477,168

 

 

 

 

 

 

 

 

 

 

 

W. Matt Ralls

 

347,065,383

 

6,859,993

 

832,462

 

14,477,168

 

 

Proposal 2:       The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2015 was ratified:

 

Shares
For

 

% Cast *
For

 

Shares
Against

 

Shares
Abstained

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

362,958,858

 

98.30

%

5,475,020

 

801,128

 

 

 

Proposal 3:       The non-binding advisory vote on the compensation of the Company’s named executive officers was approved:

 

Shares
For

 

% Cast *
For

 

Shares
Against

 

Shares
Abstained

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

349,127,589

 

98.41

%

3,977,433

 

1,652,816

 

14,477,168

 

 

Proposal 4:       A stockholder proposal to provide a report on the Company’s political contributions was not approved:

 

Shares
For

 

% Cast *
For

 

Shares
Against

 

Shares
Abstained

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

116,105,660

 

32.72

%

165,181,323

 

73,470,855

 

14,477,168

 

 

2



 

Proposal 5:  A stockholder proposal to adopt a “proxy access” bylaw was not approved:

 

Shares
For

 

% Cast *
For

 

Shares
Against

 

Shares
Abstained

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

160,149,721

 

45.14

%

193,704,930

 

903,187

 

14,477,168

 

 


*The number of votes cast “For” the proposal as a percentage of 354,757,838 shares, the total number of shares present in person or by proxy at the meeting and entitled to vote on the applicable proposal.

 

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 hereunto duly authorized.

 

 

CABOT OIL & GAS CORPORATION

 

 

 

 

 

By:

/s/ Deidre L. Shearer

 

 

Deidre L. Shearer

 

 

Corporate Secretary and Managing Counsel

 

Date:  April 23, 2015

 

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