2015AnnualMeeting8K


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 20, 2015
 
 
 
 
 
HERCULES OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
0-51582
56-2542838
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
 
9 Greenway Plaza, Suite 2200
Houston, Texas
 
77046
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (713) 350-5100
 
 
 
 
 
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Hercules Offshore, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”) on May 20, 2015. Only holders of the Company’s common stock at the close of business on March 24, 2015 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 164,068,394 shares of common stock outstanding and entitled to vote. A total of 125,116,370 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
Set forth below are the final results of voting on each of the matters submitted to a vote at the Annual Meeting.

1.
Stockholders elected each of the two Class I Director nominees for three-year terms, as follows:
    
 
For
Withheld
Broker Non-Votes
John T. Rynd
40,699,491
2,091,369
82,325,510
Steven A. Webster
36,035,118
6,755,742
82,325,510

2.Stockholders of a majority of the shares voted approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:
For
Against
Abstentions
Broker Non-Votes
38,615,036
3,627,506
548,318
82,325,510

3.Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending December 31, 2015, as follows:
For
Against
Abstentions
122,904,697
1,683,477
528,196







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
HERCULES OFFSHORE, INC.
 
 
 
 
Date: May 26, 2015
 
 
 
By:
 
/s/ Beau M. Thompson
 
 
 
 
 
 
Beau M. Thompson
 
 
 
 
 
 
Senior Vice President,
 
 
 
 
 
 
General Counsel and Secretary