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TAT > SEC Filings for TAT > Form 8-K on 5-Jul-2012All Recent SEC Filings

Show all filings for TRANSATLANTIC PETROLEUM LTD. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TRANSATLANTIC PETROLEUM LTD.


5-Jul-2012

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2012, the Board of Directors (the "Board") of TransAtlantic Petroleum Ltd. (the "Company") appointed Charles J. Campise to serve as a director, effective immediately. In connection with his appointment, Mr. Campise was also appointed as chairman of the Company's Audit Committee. Mel G. Riggs, the former chairman of the Audit Committee, will remain a member of the Audit Committee. In addition, Mr. Campise was appointed to the Corporate Governance Committee.

As a director, Mr. Campise will receive an annual fee for his service on the Board, one-half of which is paid in cash and one-half of which is paid in the form of restricted stock units issued under the TransAtlantic Petroleum Corp. 2009 Long-Term Incentive Plan, in a manner consistent with the Company's other non-employee directors. Mr. Campise will also receive an additional annual fee of $25,000 in cash for his service as chairman of the Audit Committee. There are no arrangements or understandings between Mr. Campise and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between the Company and Mr. Campise or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K.



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

On June 28, 2012, the Company held its 2012 Annual Meeting of Shareholders (the "Annual Meeting") to (i) elect five directors to the Board, each to serve for a term of one-year or until their respective successors are elected and qualified ("Proposal 1") and (ii) appoint KPMG LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2012 and to authorize the Company's Audit Committee to determine their remuneration ("Proposal 2"). For more information about the foregoing proposals, see the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2012, the relevant portions of which are incorporated herein by reference.

The table below shows the final results of the voting at the Annual Meeting:

                             Votes Cast       Votes Cast         Votes            Broker
                              in Favor          Against         Withheld        Non-Votes
  Proposal 1
  N. Malone Mitchell, 3rd     205,333,655         724,733        1,282,105       82,041,574
  Bob G. Alexander            205,893,405       1,145,398          301,690       82,041,574
  Brian E. Bayley             204,365,154       1,109,841        1,865,498       82,041,574
  Mel G. Riggs                204,393,307       1,101,026        1,846,160       82,041,574
  Michael D. Winn             204,369,692       1,120,591        1,850,210       82,041,574

                             Votes Cast       Votes Cast                          Broker
                              in Favor          Against       Abstentions       Non-Votes
  Proposal 2                  287,441,985       1,316,626          623,456               -

- 2 -


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