Callon Petroleum Company

03/27/2024 | Press release | Distributed by Public on 03/27/2024 14:10

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 27, 2024, Callon Petroleum Company ("Callon") held a special meeting of its shareholders (the "Special Meeting") in Houston, Texas. As of the close of business on February 15, 2024, the record date for the Special Meeting, there were 66,508,277 shares of Callon common stock ("Common Stock") outstanding. A total of 51,368,320 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
At the Special Meeting, Callon shareholders voted on the following three proposals:
(a)Approve the adoption of the Agreement and Plan of Merger, dated January 3, 2024, by and among APA Corporation, Astro Comet Merger Sub Corp. ("Astro Comet Merger Sub"), and Callon, pursuant to which Astro Comet Merger Sub will merge with and into Callon, with Callon surviving the merger as a wholly owned, direct subsidiary of APA Corporation (the "Merger"), and approved the transactions contemplated thereby (Proposal 1);
(b)Approve, on a non-binding advisory basis, the compensation of Callon's named executive officers related to the Merger (Proposal 2); and
(c)Approve the adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes cast at the Special Meeting to approve the Merger proposal (Proposal 3).
For additional information on these proposals, please see the joint proxy statement/prospectus for the Special Meeting, dated February 16, 2024, and supplement thereto dated March 15, 2024. The voting results for each of these proposals are set forth below:
Proposal 1 - Approval of the Agreement and Plan of Merger
Votes Cast For Votes Cast Against Votes Abstained Broker Non-Votes
49,899,716 1,349,787 118,817 -
Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of Callon's named executive officers
Votes Cast For Votes Cast Against Votes Abstained Broker Non-Votes
49,024,736 2,177,829 165,755 -
Proposal 3 - Approval of the adjournment of the Special Meeting, if needed
Votes Cast For Votes Cast Against Votes Abstained Broker Non-Votes
45,014,264 6,159,627 194,428 -