--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-067880" form_type: "8-K" ticker: null cik: "0001509589" company_name: "CIVITAS RESOURCES, INC." filed_at: "2023-06-05T23:59:59+00:00" generated_at: "2026-06-14T07:18:52.289427+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Civitas Resources Reports Departure of COO, Severance, Bylaw Amendments, and Annual Meeting Results ## Summary - Former COO Matthew R. Owens terminated April 3, 2023; entered Severance Agreement on May 31, 2023 with accelerated cash and equity vesting. - Board adopted Seventh Amended and Restated Bylaws on June 3, 2023 to implement stockholder-approved charter changes. - At June 1, 2023 Annual Meeting, 76.8M shares voted (95.63%); all nine director nominees elected and all nine proposals approved. - Proposals included special meeting right for 15% holders, written consent, director liability limitation, and federal forum selection. - Company restated certificate of incorporation to clarify and modernize; approved by 74.8M votes for, 17.7K against. ## SEC filing metadata - accession: 0001104659-23-067880 - form_type: 8-K - cik: 0001509589 - company_name: CIVITAS RESOURCES, INC. - filed_at: 2023-06-05T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/tm2317699d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-067880 - JSON: https://secwatch.observer/filing/0001104659-23-067880.json - Plain text: https://secwatch.observer/filing/0001104659-23-067880.txt ## Key facts - Executive change Matthew R. Owens was terminated as Chief Operating Officer at CIVITAS RESOURCES, INC.. - Action: terminated - Role: Chief Operating Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes CIVITAS RESOURCES, INC. shareholders approved Election of Directors at the 2023-06-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-01 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1509589/000110465923067880/0001104659-23-067880-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.