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HALCON RESOURCES CORP FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 27, 2014

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



At the annual meeting of stockholders of the Company held on May 22, 2014, the Company's stockholders approved an amendment to Article Four of the Company's Amended and Restated Certificate of Incorporation to increase the Company's authorized common stock by 670,000,000 shares to a total of 1,340,000,000 shares. The Certificate of Amendment was filed with the Secretary of State of Delaware on May 22, 2014 and was effective upon filing. A copy of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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



An annual meeting of stockholders of the Company was held on May 22, 2014 in Houston, Texas for the purpose of voting on three proposals.

The first proposal was the election of four individuals to serve as Class A directors of the Company for three year terms expiring in 2017. The four directors elected and the tabulation of votes for each were:

Proposal 1 - Nominees for Directors Votes For Withheld Broker Non-Votes James W. Christmas 260,828,737 1,280,298 112,110,024 Thomas R. Fuller 260,857,898 1,251,137 112,110,024 David B. Miller 227,213,826 34,895,209 112,110,024 Michael A. Vlasic 260,940,087 1,168,948 112,110,024



The Company's continuing directors after the meeting include Floyd C. Wilson, Tucker S. Bridwell, Kevin E. Godwin, David S. Hunt, James L. Irish III, David A. Rioux, Stephen P. Smiley and Mark A. Welsh IV.

The second proposal was the approval of an amendment to Article Four of the Company's Amended and Restated Certificate of Incorporation to increase the Company's authorized common stock by 670,000,000 shares to a total of 1,340,000,000 shares. The votes on the proposal were:

Proposal 5 Votes For Votes Against Broker Non-Votes Abstentions Approval of amendment to Amended and Restated Certificate of Incorporation 340,270,112 32,027,387 112,110,024 1,921,560



The third proposal was the ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company's independent registered public accountants for the fiscal year ending December 31, 2014. The votes on the proposal were:

Proposal 3 Votes For Votes Against Abstentions



Ratification of Deloitte & Touche LLP 371,295,039 1,813,691 1,110,329

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No. Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of HalcÓn Resources Corporation dated May 22, 2014. 2



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Source: Edgar Glimpses


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