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| HKN > SEC Filings for HKN > Form 8-K on 31-Oct-2012 | All Recent SEC Filings |
31-Oct-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters
HKN, Inc. ("HKN") has filed an amendment to its restated certificate of incorporation with the Secretary of State of Delaware, which amendment has become effective on October 30, 2012.
The amendment to Article Four of the restated certificate of incorporation effected a one-for-forty reverse stock split of the outstanding shares of the Company's common stock and reduced the aggregate number of authorized shares of capital stock of HKN from Twenty Five Million (25,000,000) with Twenty Four Million (24,000,000) shares designated as Common Stock to Three Million (3,000,000) with Two Million (2,000,000) shares designated as Common Stock with a par value of One Cent ($0.01). By virtue of the reverse split, the total number of outstanding shares has been reduced from approximately 17.5 million to approximately 437 thousand.
HKN held its 2012 annual meeting of stockholders (the "Meeting") on October 29, 2012, pursuant to a proxy statement filed with the Securities and Exchange Commission and furnished to holders of record of its 17,477,107 outstanding shares of Common Stock as of September 5, 2012.
There were 16,395,929 shares voted in person or by proxy. At the Meeting, the stockholders voted as indicated below for the following matters:
Election of the following directors to serve until the next annual meeting of stockholders or until their successors are elected and qualified (Proposal 1 in the 2012 proxy statement):
Nominee For Withheld Michael M. Ameen, Jr. 13,363,229 196,689 Mikel D. Faulkner 13,223,478 336,440 Dr. J. William Petty 13,347,384 212,534 Alan G. Quasha 13,226,484 333,434 H. A. Smith 13,344,952 214,966 |
This proposal passed in that all nominees received the affirmative vote of a plurality of the votes duly cast at the meeting.
The stockholders also approved to amend HKN's Restated Certificate of Incorporation to effect a one-for-forty reverse stock split and to reduce the aggregate number of authorized shares of capital stock of HKN from Twenty Five Million (25,000,000) with Twenty Four Million (24,000,000) shares designated as Common Stock to Three Million (3,000,000) with Two Million (2,000,000) shares designated as Common Stock with a par value of One Cent ($0.01) (Proposal 2 in the 2012 proxy statement).
(d) Exhibits.
Exhibit 99.1 - Press release dated October 31, 2012
Exhibit 99.2 - Certificate of Amendment to Restated Certificate of Incorporation
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