Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2016
 

NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200 
Wayzata, Minnesota
55391
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code   (952) 476-9800
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.07 - Submission of Matters to a Vote of Security Holders
At the 2016 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 26, 2016, the shareholders voted on the following:
Proposal One - Election of Directors
The following directors were elected based on the votes listed below:
Director Nominee
 
For
 
Withheld
 
Broker Non-Votes
Michael Reger
 
44,355,868

 
354,242

 
11,973,579

Lisa Bromiley
 
43,626,918

 
1,083,192

 
11,973,579

Robert Grabb
 
44,352,255

 
357,855

 
11,973,579

Delos Cy Jamison
 
44,354,942

 
355,168

 
11,973,579

Jack King
 
43,605,703

 
1,104,407

 
11,973,579

Richard Weber
 
43,624,013

 
1,086,097

 
11,973,579

Proposal Two - Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, based on the votes listed below:
For
 
Against
 
Abstain
56,443,493

 
182,170

 
58,026

Proposal Three - Approve an Amendment to the Articles of Incorporation
The shareholders approved an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock, based on the votes listed below:
For
 
Against
 
Abstain
48,919,240

 
7,311,406

 
453,043

Proposal Four - Approve an Amendment to the 2013 Incentive Plan
The shareholders approved an amendment to add shares to the 2013 Incentive Plan, based on the votes listed below:
For
 
Against
 
Abstain
 
Broker Non-Votes
43,367,387

 
1,245,751

 
96,972

 
11,973,579






Proposal Five - Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
The shareholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the proxy statement distributed in connection with the 2016 Annual Meeting of Shareholders, based on the votes listed below:
For
 
Against
 
Abstain
 
Broker Non-Votes
29,865,709

 
14,707,031

 
137,370

 
11,973,579

The above proposals submitted to vote of security holders at the 2016 Annual Meeting of Shareholders are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2016.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2016
NORTHERN OIL AND GAS, INC.
By /s/ Erik J. Romslo                                 
Erik J. Romslo
Executive Vice President, General Counsel and Secretary