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VTG > SEC Filings for VTG > Form 8-K on 11-Jun-2008All Recent SEC Filings

Show all filings for VANTAGE ENERGY SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VANTAGE ENERGY SERVICES, INC.


11-Jun-2008

Other Events, Financial Statements and Exhibits


Item 8.01. Other Items.

On June 10, 2008, Vantage Energy Services, Inc., a Delaware corporation (the "Company") held a special meeting of stockholders. Holders of 32,330,616 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), were represented at the meeting. At the meeting, the Company's stockholders approved the following matters.

1. The acquisition of all of the issued shares of Offshore Group Investment Limited, a Cayman Islands corporation ("OGIL"), pursuant to the Purchase Agreement, dated as of August 30, 2007, as amended on December 3, 2007, by and among the Company, F3 Capital, OGIL and Vantage Drilling Company, a Cayman Islands corporation ("Vantage Drilling"), was approved and received the following votes:

            Number of
          Votes Received
For           32,324,114
Against                2
Abstain            6,500

2. The merger of a wholly owned subsidiary of Vantage Drilling with and into the Company pursuant to the Merger Agreement dated as of March 31, 2008. was approved and the received the following votes:

            Number of
          Votes Received
For           30,887,281
Against                2
Abstain        1,443,333

3. The amendment to the Company's amended and restated certificate of incorporation to remove certain provisions containing procedural and approval requirements applicable to the Company prior to the consummation of the business combination transaction was approved and received the following votes:

            Number of
          Votes Received
For           30,887,281
Against                2
Abstain        1,443,333


4. The amendment to the Company's amended and restated certificate of incorporation to increase the amount of authorized shares of Common Stock from 82,750,000 to 100,000,000 was approved and received the following votes:

            Number of
          Votes Received
For           30,307,541
Against            3,942
Abstain        2,019,133

5. The 2007 Long-Term Incentive Plan pursuant to which the Company, or Vantage Drilling upon consummation of the acquisition and merger described above, may issue up to 7,500,000 shares of Common Stock was approved and received the following votes:

            Number of
          Votes Received
For           28,777,881
Against        2,115,902
Abstain        1,436,833

6. The following directors were elected to serve as Class I directors until the 2009 annual meeting of stockholders or until their successors have been duly elected and qualified:

Number of Votes Received

Name                   For          Withheld
Paula A. Bragg       30,893,281      1,437,335
Jorge E. Estrada     30,892,341      1,438,275
John R. Russell      30,892,341      1,438,275

7. The appointment of UHY LLP as the Company's independent auditor for fiscal year 2008 was ratified and received the following votes:

            Number of
          Votes Received
For           30,884,321
Against            8,962
Abstain        1,437,333


On June 10, 2008, the Company also issued a press release announcing the approval of the acquisition of OGIL. A copy of this press release is filed as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Vantage Energy Services, Inc. Press Release dated June 10, 2008

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