Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As further described under Item 5.07 of this Current Report on Form 8-K, on July 28, 2020 the stockholders of Sundance Energy Inc. (the "Company") approved the Sundance Energy Inc. 2020 Equity Incentive Plan (the "Plan") at the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting"). The Plan allows the Company's Board of Directors (the "Board") to grant stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash-based awards to the Company's employees, consultants and directors, subject to criteria as determined by the Board. An initial pool of 750,000 shares of the Company's common stock, par value $0.001 ("Common Stock") has been authorized for issuance under the Plan. The Board had previously approved the Plan, subject to stockholder approval, as a replacement to the long-term incentive plan of the Company's predecessor, Sundance Energy Australia Limited, which such long-term incentive plan was suspended in connection with the Company's redomiciliation in 2019.

A more complete description of the Plan is contained in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 12, 2020 (the "Proxy Statement"), under the heading "Proposal 2 Approval of our 2020 Equity Incentive Plan," which is incorporated by reference to this Item 5.02. The description of the Plan set forth above and in the Proxy Statement is qualified in their entirety by reference to the text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference to this Item 5.02.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its previously adjourned Annual Meeting on July 28, 2020. At the Annual Meeting, the Company's stockholders voted on three proposals, each of which are described in more detail in the Company's Proxy Statement. At the Annual Meeting, a total of 3,445,824 shares of the Company's Common Stock were present in person or represented by proxy, representing approximately 50.12% of the Company's outstanding Common Stock as of the May 29, 2020 record date.

The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.

Proposal 1 - Election of Directors: Prior to the Annual Meeting, the Board designated each of the persons named below as nominees for election as directors. Each nominee was, at the time of such nomination and at the time of the Annual Meeting, a director of the Company. At the Annual Meeting, each nominee was elected as a director of the Company by the following vote:





                                                                 Broker Non-
Nominee                   For          Against      Abstain         Votes
Stephen J. McDaniel     2,194,135       86,633        24,275        1,140,781
Eric P. McCrady         2,185,598       88,114        31,331        1,140,781
Judith D. Buie          2,193,198       83,991        27,854        1,140,781
Damien A. Hannes        1,330,469       950,601       23,973        1,140,781
H. Weldon Holcombe      1,335,620       941,391       28,032        1,140,781
Neville W. Martin       1,884,457       392,414       28,172        1,140,781
Thomas L. Mitchell      1,335,724       941,189       28,130        1,140,781

Proposal 2 - 2020 Equity Incentive Plan: The Company's stockholders approved the Sundance Energy Inc. 2020 Equity Incentive Plan by the following vote:





   For       Against    Abstain   Broker Non-Votes
1,236,431   1,036,051   32,561       1,140,781

Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP: The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020 by the following vote:





   For      Against   Abstain
3,380,912   38,019    26,893

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                 Description of Exhibit
  10.1          Sundance Energy Inc. 2020 Equity Incentive Plan

© Edgar Online, source Glimpses