secwatch / observer
8-K filed June 5, 2023, 7:59 PM ET CIK 0001509589
leadership confidence high sentiment neutral materiality 0.70

Civitas Resources Reports Departure of COO, Severance, Bylaw Amendments, and Annual Meeting Results

CIVITAS RESOURCES, INC.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Matthew R. Owens

Chief Operating Officer
CIVITAS RESOURCES, INC.
Effective
2023-04-03
Filed
June 5, 2023, 7:59 PM ET
On April 3, 2023, Civitas Resources, Inc. (the “Company”) terminated the employment of Matthew R. Owens, the Company’s former Chief Operating Officer, in connection with a leadership transition.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Matthew R. Owens was terminated as Chief Operating Officer at CIVITAS RESOURCES, INC..

Action
terminated
Role
Chief Operating Officer
Exact text from the filing
On April 3, 2023, Civitas Resources, Inc. (the “Company”) terminated the employment of Matthew R. Owens, the Company’s former Chief Operating Officer, in connection with a leadership transition.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CIVITAS RESOURCES, INC.: Adopted amended and restated bylaws to conform to charter amendments regarding stockholders' rights to call special meetings and fill vacancies resulting from removal of directors (effective 2023-06-03).

Change
bylaw amendment
Effective
2023-06-03
Exact text from the filing
On June 3, 2023, the Board of Directors of the Company (the “Board”) adopted and approved amended and restated bylaws (as amended, the “Seventh Amended and Restated Bylaws”) of the Company to conform to amendments to the certificate of incorporation approved by the stockholders at the Annual Meeting (as defined below) to provide for stockholders’ rights to call special meetings and fill vacancies of the Board resulting from the removal of directors.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accountants at the 2023-06-01 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
2. Deloitte & Touche LLP was ratified as the Company’s independent registered public accountants for the fiscal year 2023. The voting results were as follows: For Against Abstentions 76,115,063 662,800 15,542
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to create right of stockholders to take action by written consent at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
5. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to create the right of stockholders to take action by written consent was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 74,789,127 67,047 39,635 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to eliminate or limit monetary liability of specified executive officers for breach of duty of care at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
6. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care in certain actions was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 71,472,290 3,358,502 65,017 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to provide that vacancy from removal of director by stockholders may be filled by stockholders at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
7. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to provide that a vacancy resulting from the removal of a director by the stockholders may be filled by the stockholders was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 74,839,986 19,573 36,250 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to amend and restate certificate of incorporation to clarify and modernize at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
9. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to amend and restate the Company’s certificate of incorporation to clarify and modernize the Company’s certificate of incorporation was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 74,829,751 17,657 48,401 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Election of Directors at the 2023-06-01 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
1. Each nominee director who was up for election was elected to a term of one year to expire at the Company’s 2024 annual meeting of stockholders and until they are either re-elected or their successor is duly elected and qualified. Votes regarding the election of these directors were as follows: Director For Withheld Broker Non-Votes Wouter Van Kempen 74,788,392 107,417 1,897,596 Deborah Byers 74,819,772 76,037 1,897,596 Morris R. Clark 74,813,145 82,664 1,897,596 Chris Doyle 74,854,872 40,937 1,897,596 Carrie M. Fox 74,733,655 162,154 1,897,596 Carrie L. Hudak 74,604,437 291,372 1,897,596 James M. Trimble 74,749,283 146,526 1,897,596 Howard A. Willard III 74,591,543 304,266 1,897,596 Jeffrey E. Wojahn 74,571,225 324,584 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Advisory vote on executive compensation at the 2023-06-01 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
3. The proposal seeking stockholder approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 73,596,954 1,272,204 26,651 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to allow special meetings at request of holders of 15% of outstanding Common Stock at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
4. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to allow special meetings to be called at the request of holders of 15% of the Company’s outstanding Common Stock who have held such Common Stock for at least one year, subject to certain conditions, was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 74,684,171 173,736 37,902 1,897,596
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CIVITAS RESOURCES, INC. shareholders approved Amendment to add federal forum selection provision for Securities Act claims at the 2023-06-01 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-01
Exact text from the filing
8. The proposal seeking stockholder approval of an amendment to the Company’s certificate of incorporation to add a federal forum selection provision for claims pursuant to the Securities Act of 1933, as amended, was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 71,408,721 3,385,315 101,773 1,897,596
View on SEC.gov

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Source: SEC EDGAR
accession 0001104659-23-067880
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