2015 Annual Meeting 8-K


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 - May 12, 2015
(Date of earliest event reported)


QEP RESOURCES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
STATE OF DELAWARE
001-34778
87-0287750
(State or other jurisdiction of
incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

1050 17th Street, Suite 800, Denver, Colorado 80265
(Address of principal executive offices)

Registrant's telephone number, including area code 303-672-6900

Not Applicable
(Former name or former address, if changed since last report)



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))





Item 5.07     Submission of Matters to a Vote of Security Holders.
QEP Resources, Inc. (the "Company") held its Annual Meeting on May 12, 2015. At the meeting shareholders voted on the election of two directors to serve three-year terms, and on several proposals. The voting results were as follows:

1.
Director Elections: Shareholders elected Phillips S. Baker, Jr. and Charles B. Stanley for terms expiring at the 2018 Annual Meeting of Shareholders with the following votes:    

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Phillips S. Baker, Jr.
107,161,925
17,787,589
183,583
14,286,976
Charles B. Stanley
117,724,166
6,854,515
554,416
14,286,976

2.
Executive Compensation: Shareholders ratified the Company’s executive officer compensation with the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
117,840,170
6,919,300
  373,627
14,286,976

3.
Auditor: Shareholders ratified the selection of the firm PricewaterhouseCoopers LLP to serve as the independent auditors of the Company for 2015 with the following votes:

Votes For
Votes Against
Abstentions
138,332,099
899,776
188,198

4.
Company Declassification Proposal: Shareholders did not approve an amendment to the Certificate of Incorporation (the "Certificate") to declassify the Board of Directors. As described in the proxy statement for the Annual Meeting, a vote to approve an amendment to the Certificate requires approval by holders of at least 80% of the Company’s common stock outstanding. A total of 122,421,986 votes, or 69% of the 176,709,981 total shares outstanding, were cast in favor of Proposal 4. Thus, Proposal 4 failed with the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
122,421,986
2,214,061
497,050
14,286,976

5.
Shareholder Proposal: Shareholders approved an advisory shareholder proposal to eliminate supermajority voting with the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
78,027,605
46,424,536
680,956
14,286,976

6.
Shareholder Proposal: Shareholders did not approve an advisory shareholder proposal regarding quantitative reporting for hydraulic fracturing operations with the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
32,518,912
69,134,113
23,480,072
14,286,976









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.



 
 
QEP Resources, Inc.
 
 
(Registrant)
 
 
 
May 14, 2015
 
 
 
 
 
 
 
/s/ Richard J. Doleshek
 
 
Richard J. Doleshek
 
 
Executive Vice President and Chief Financial Officer