Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 14, 2011 (December 8, 2011)

 

 

Magellan Petroleum Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-5507   06-0842255

(Commission

File Number)

 

(IRS Employer

Identification No.)

7 Custom House Street, 3rd Floor, Portland, ME   04101
(Address of Principal Executive Offices)   (Zip Code)

207-619-8500

(Registrant’s Telephone Number, Including Area Code)

 

(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 (see General Instruction A.2. below):

 

¨ 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

The Company held its 2011 Annual Meeting on December 8, 2011, in Denver (Broomfield), CO. The following three Class II directors were elected to the 8-member Board of Directors: (a) Nikolay V. Bogachev, a director since 2009 and the Chairman and Chief Executive Officer of Young Energy Prize, s.a., the Company’s strategic investor; (b) William H. Hastings, the Company’s Senior Advisor for Business Development and its former President and Chief Executive Officer; and (c) J. Thomas Wilson, a director since 2009 and the Company’s current President and Chief Executive Officer. Each of these directors will serve a term of office of three years, expiring at the annual meeting of shareholders to be held in 2014.

The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s 2011 Proxy Statement, are as follows:

 

     For      Withheld      Broker
Non-Votes
 

Election of Directors

        

Nikolay V. Bogachev

     24,922,247         3,308,191         19,885,564   

William H. Hastings

     26,187,052         2,043,387         19,885,564   

J. Thomas Wilson

     26,175,247         2,055,191         19,885,564   

 

     For      Against      Abstain      Broker
Non-Votes
 

Proposed non-binding advisory resolution regarding approval of the compensation of our named executive officers.

     18,479,166         8,815,933         935,339         19,885,564   

 

     One Year      Two Years      Three Years      Abstain      Broker
Non-Votes
 

Proposed frequency of the non-binding shareholder vote regarding the approval of the compensation of our named executive officers.

     25,267,741         253,457         2,344,368         364,873         19,885,564   

 

     For      Against      Abstain      Broker
Non-Votes
 

Ratification of the Appointment of Ehrhardt Keefe Steiner & Hottman PC as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2011.

     47,408,725         419,088         288,190         0   


Item 8.01 Other Events

Company Press Release

On December 12, 2011, the Company issued a press release announcing the voting results of shareholders at the 2011 Annual Meeting held on December 8, 2011 in Denver (Broomfield), CO. A copy of the Company’s press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

The following document is filed herewith as an exhibit:

 

Exhibit

No.

  

Description

99.1    Company press release dated December 12, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

MAGELLAN PETROLEUM CORPORATION
By:  

/s/ J. Thomas Wilson

  Name: J. Thomas Wilson
  Title: President and Chief Executive Officer

Dated: December 14, 2011


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Company press release dated December 12, 2011.