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TPLM > SEC Filings for TPLM > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for TRIANGLE PETROLEUM CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TRIANGLE PETROLEUM CORP


16-Nov-2012

Change in Directors or Principal Officers, Submission of Matters to a Vot


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

At the 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") of Triangle Petroleum Corporation (the "Company") held on November 16, 2012, the Company's stockholders approved an amendment to the Company's 2011 Omnibus Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan from a maximum of 4,000,000 shares to an aggregate of 5,900,000 shares. As indicated in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on October 15, 2012 (the "2012 Proxy Statement"), the amendment approved at the 2012 Annual Meeting is reflected in an Amended and Restated 2011 Omnibus Incentive Plan, a copy of which was attached to the 2012 Proxy Statement as Annex F. The only change between the 2011 Omnibus Incentive Plan and the Amended and Restated 2011 Omnibus Incentive Plan is the increase in shares of common stock reserved for issuance. All other terms of the 2011 Omnibus Incentive Plan, which was previously approved at the Company's 2011 Annual Meeting of Stockholders, remain unchanged. A description of the material terms of the Amended and Restated 2011 Omnibus Incentive Plan was included in the 2012 Proxy Statement under the heading "PROPOSAL 7 - APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 2011 OMNIBUS INCENTIVE PLAN," beginning on page 57 of the 2012 Proxy Statement, which description is incorporated herein by reference.

A copy of the Amended and Restated 2011 Omnibus Incentive Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.



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

The Company held the 2012 Annual Meeting on November 16, 2012 at its corporate offices located at 1200 17th Street, Suite 2600, Denver, Colorado 80202. At the close of business on October 8, 2012, the record date for the 2012 Annual Meeting, there were 44,318,486 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Company. At the 2012 Annual Meeting, 36,905,149 of the 44,318,486 outstanding shares of common stock entitled to vote, or approximately 83%, were represented by proxy or in person, and, therefore, a quorum was present. The proposals voted on at the 2012 Annual Meeting are described in detail in the 2012 Proxy Statement.

The voting results on the proposals presented for stockholder approval at the 2012 Annual Meeting were as follows:

Proposal 1



The Company's stockholders elected six individuals to the Board of Directors to
hold office until the Company's 2013 Annual Meeting of Stockholders, or until
their successors are duly elected and qualified, as set forth below:



                                                         BROKER
                       NAME           FOR     WITHHELD  NON-VOTES
                 Peter Hill        26,416,249  875,560  9,613,340
                 Jonathan Samuels  27,040,691  251,118  9,613,340
                 F. Gardner Parker 23,455,815 3,835,994 9,613,340
                 Gus Halas         23,459,316 3,832,493 9,613,340
                 Randal Matkaluk   21,963,707 5,328,102 9,613,340
                 Roy A. Aneed      27,034,892  256,917  9,613,340

Proposal 2

The Company's stockholders ratified and approved the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2013, as set forth below:

FOR AGAINST ABSTAIN
36,687,484 183,584 34,081

Proposal 3

The Company's stockholders approved the issuance of shares of common stock pursuant to the Company's 5.0% Convertible Promissory Note issued in July 2012 and the related preemptive rights, as set forth below:

FOR AGAINST ABSTAIN BROKER
NON-VOTES
26,789,676 478,232 23,901 9,613,340

Proposal 4

The Company's stockholders approved the reincorporation of the Company from the State of Nevada to the State of Delaware pursuant to a merger of the Company with and into a newly formed Delaware corporation that will be a wholly owned subsidiary of the Company, as set forth below:

FOR AGAINST ABSTAIN BROKER
NON-VOTES
27,180,617 81,486 29,706 9,613,340

Proposal 5

The Company's stockholders approved an increase in the total number of shares of authorized common stock to 140,000,000, as set forth below:

FOR AGAINST ABSTAIN
29,478,730 7,292,558 69,969

Proposal 6

The Company's stockholders failed to approve the authorization of 22,500,000 shares of preferred stock, which proposal required the affirmative vote of a majority of the Company's outstanding shares of common stock, as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTES
13,824,670 13,430,807 36,332 9,613,340

Proposal 7

The Company's stockholders approved an amendment to the 2011 Omnibus Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan from the a maximum of 4,000,000 shares to an aggregate 5,900,000 shares, as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTES
19,051,650 8,190,017 50,142 9,613,340

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