form8k_05302012.htm

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 30, 2012
 

 
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
55391
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code   (952) 476-9800
 

 
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):
 
 
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 (17CFR 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))
 



 
 

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
 
Item 5.07 – Submission of Matters to a Vote of Security Holders
 
At the 2012 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 30, 2012, the shareholders voted on the following:
 
Proposal One – Election of Directors
 
The following directors were elected based on the votes listed below:
 
Director Nominee
 
For
   
Withheld
   
Broker Non-Votes
 
Michael Reger
    46,124,702       1,356,681       11,632,131  
Robert Grabb
    47,194,564       286,819       11,632,131  
Delos Cy Jamison
    47,191,128       290,255       11,632,131  
Jack King
    46,839,031       642,352       11,632,131  
Lisa Meier
    46,828,517       652,866       11,632,131  
Loren O’Toole
    47,190,744       290,639       11,632,131  
Richard Weber
    47,194,284       287,099       11,632,131  
 
Proposal Two – Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2012
 
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, based on the votes listed below:
 
For
 
Against
 
Abstain
58,670,200
 
345,451
 
97,863
 
Proposal Three – Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
 
The shareholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the proxy statement distributed in connection with the Annual Meeting, based on the votes listed below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
45,190,190
 
2,142,732
 
148,461
 
11,632,131
 
The above proposals submitted to vote of security holders at the 2012 Annual Meeting of Shareholders are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2012.
 
 
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.

Date: May 30, 2012
NORTHERN OIL AND GAS, INC.
By   /s/ Erik J. Romslo      
         Erik J. Romslo
         Vice President, General Counsel and Secretary