Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 9, 2020, Jagged Peak Energy Inc. (“Jagged Peak” or the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”) at 1401 Lawrence Street, Suite 1800, Denver, Colorado 80202. At the Special Meeting, the Company’s stockholders voted on and approved (a) a proposal (the “Merger Proposal”) to approve and adopt the Agreement and Plan of Merger, dated as of October 14, 2019 (the “Merger Agreement”), by and among the Company, Jackal Merger Sub, Inc., a wholly-owned subsidiary of Parsley Energy, Inc. (“Parsley”), and Parsley, and (b) a proposal (the “Non-Binding Compensation Advisory Proposal”) to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement. Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger Proposal, the Non-Binding Compensation Advisory Proposal, the merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on November 26, 2019.
At the Special Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the proposal. The Non-Binding Compensation Advisory Proposal was approved, on an advisory basis, by the affirmative vote of the holders of a majority of the shares of the Company’s common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
As disclosed in the Proxy Statement, as of the close of business on November 25, 2019, the record date for the Special Meeting, there were 213,420,661 shares of the Company’s common stock, par value $0.01 per share, (“Company common stock”), outstanding and entitled to vote. 201,550,035 shares of Company common stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. The following are the final voting results on the Merger Proposal and the Non-Binding Compensation Advisory Proposal, each of which is more fully described in the Proxy Statement.
Merger Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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201,229,684
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9,097
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311,254
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Non-Binding Compensation Advisory Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Non-Binding Compensation Advisory Proposal presented at the Special Meeting was:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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198,053,112
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3,093,384
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403,539
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