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XEC > SEC Filings for XEC > Form 8-K on 16-Dec-2013All Recent SEC Filings

Show all filings for CIMAREX ENERGY CO

Form 8-K for CIMAREX ENERGY CO


16-Dec-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Stat


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR

Effective December 11, 2013, Cimarex amended and restated its bylaws to delete redundant language, to correct numbering and cross references and as described below. Following is a summary of the material amendments included in the Amended and Restated Bylaws:

Article II, Sections 1 through 5 and     Added language to permit holding of
Section 10                               shareholder meetings by means of remote
                                         communications and to conform language
                                         for the ability to hold meetings by
                                         remote communications.

Article II, Section 5. Adjournment of    New Section.
Meetings

Article II, Section 8. Election of       Eliminate redundant language.
Directors

Article II, Section 9. Nature of         Expanded disclosure requirements
Business at Meetings of Stockholders     pertaining to identity and beneficial
                                         ownership of shareholders making
                                         proposals. Increased the period for
                                         receipt of shareholder ballot items
                                         from 10 days to 30 days, i.e. not less
                                         than 90 nor more than 120 days
                                         (previously not less than 90 nor more
                                         than 100 days) prior to the anniversary
                                         date of the prior year's annual
                                         meeting.

Article II, Section 14. Conduct of       New Section.
Meetings

Article III, Section 2. Nomination of    Expanded requirements for disclosure of
Directors                                beneficial ownership information of a
                                         shareholder submitting a director
                                         nomination.

Article III, Section 7. Meetings         Added ability of Lead Director to call
                                         and preside at meetings of non-employee
                                         directors. Designated Lead Director to
                                         chair meetings of Board in the absence
                                         of the Chairman of the Board and Chief
                                         Executive Officer.

Article VI, Section 1. Notices           Updated notice provision to substitute
                                         "electronic submission" for "telegram,
                                         facsimile, telex or cable."

Article VII, Section5. Exclusive Forum   Added exclusive forum designating
                                         Delaware as sole jurisdiction for
                                         bringing specific types of litigation,
                                         as specified in the Bylaws.

The foregoing summary of the bylaw amendments is qualified in its entirety by reference to the text of the Amended and Restated Bylaws as adopted and effective as of December 11, 2013. The Amended and Restated Bylaws effective as of December 11, 2013, and a copy marked to show changes from the prior Amended and Restated Bylaws, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.                                Description

3.1           Amended and Restated Bylaws of Cimarex Energy Co.

3.2           Amended and Restated Bylaws of Cimarex Energy Co. marked to show
              amendments effective as of December 11, 2013.


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