Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As discussed in Item 5.07 below, which is hereby incorporated by reference, a
Special Meeting of the Stockholders of Contango Oil & Gas Company (the "Company"
or "Contango") was held on December 6, 2021. At the meeting, the Company's
stockholders approved the issuance of additional shares of Company common stock
under the amendment (the "Amendment") to the Company's Amended and Restated 2009
Incentive Compensation Plan (the "Plan"), including an amount as necessary to
effectuate the treatment of the Company's outstanding equity awards in the
manner contemplated by the Transaction Agreement (as defined below). The
Amendment increases the number of shares of Company common stock authorized for
issuance under the Plan by 11,500,000 from 12,500,000 shares to 24,000,000. The
Amendment makes no other changes to the Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A Special Meeting of the Stockholders of the Company was held on December 6,
2021, in person at City Club of Fort Worth, 301 Commerce Street, Fort Worth,
Texas 76102 at 9:00 a.m. (Central Time). The following are the final voting
results and a brief description of each matter submitted to the Company's
stockholders at that meeting. Each proposal is described in more detail in proxy
statement/prospectus the Company filed with the Securities and Exchange
Commission on November 3, 2021 (the "Proxy/Prospectus"). As of October 15, 2021,
the record date of the Special Meeting, there were a total of 201,175,841 shares
of the Company's common stock outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 148,356,285 shares of the Company's common
stock were present in person or represented by proxy at the Special Meeting;
therefore, a quorum was present.
Proposal 1: Approval and Adoption of the Transaction Agreement. The Company's
stockholders approved and adopted the Transaction Agreement, dated as of June 7,
2021 (the "Transaction Agreement"), by and among the Company, Independence
Energy LLC, IE PubCo Inc., a Delaware corporation ("Crescent"), IE OpCo LLC, a
Delaware limited liability company and operating subsidiary of Crescent, IE C
Merger Sub Inc., a Delaware
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corporation and wholly owned subsidiary of Crescent, and IE L Merger Sub LLC, a
Delaware limited liability company and wholly owned subsidiary of Crescent,
including the Contango Merger (as defined in the Proxy/Prospectus) and the other
Transactions (as defined in the Proxy/Prospectus) contemplated thereby, by the
following vote:
For Against Abstain
140,545,379 7,739,091 71,815
Proposal 2: Approval of Additional Share Issuance. The Company's stockholders
approved the issuance of additional shares of Company common stock under the
Amendment to the Plan, including an amount as necessary to effectuate the
treatment of the Company's outstanding equity awards in the manner contemplated
by the Transaction Agreement, by the following vote:
For Against Abstain
135,228,586 12,986,778 140,921
Proposal 3: The Compensation Advisory Vote. The Company's stockholders approved,
on an advisory basis, the compensation that may become payable to the Company's
named executive officers in connection with the consummation of the Transactions
by the following vote:
For Against Abstain
123,510,205 24,609,432 236,648
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