Edgar Filing: GOODRICH PETROLEUM CORP

GOODRICH PETROLEUM CORPORATION

Date: May 23, 2013

/s/ Michael J. Killelea

Michael J. Killelea

Senior Vice President, General Counsel and Corporate Secretary

Form 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 (Date of earliest event reported): May 21, 2013

Goodrich Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-12719

76-0466193

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

801 Louisiana, Suite 700

Houston, Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 780-9494

N/A

(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:

¨	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

Goodrich Petroleum Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2013. At the meeting, the Company’s stockholders were requested to: (1) elect four Class III directors to serve on the Company’s board of directors for a term of office expiring at the Company’s 2016 Annual Meeting of Stockholders, (2) ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, and (3) approve, on an advisory basis, the compensation of the Company’s named executive officers. Each of these items is more fully described in the Company’s proxy statement filed on April 15, 2013.

The certified results of the matters voted upon at the Annual Meeting are as follows:

Proposal No. 1 — Election of Class III Directors : The election of each Class III director was approved as follows:


Nominee	For		Withheld
Walter G. Goodrich		29,149,279		616,915
Robert C. Turnham, Jr.		28,786,189		980,005
Stephen M. Straty		29,261,494		504,700
Arthur A. Seeligson		28,370,191		1,396,003

Proposal No. 2 — Ratification of the Selection of Ernst & Young LLP : The ratification of the selection of Ernst & Young LLP was approved as follows:


For	Against	Abstain
34,180,126	189,452	15,273

Proposal No. 3 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers : The compensation of the Company’s named executive officers was approved on an advisory basis as follows:


For	Against	Abstain
18,591,652	10,177,689	996,852

SIGNATURES

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.