UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
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or other jurisdiction of incorporation) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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:
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Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 29, 2020, the Board of Directors (the “Board”) of Gulfport Energy Corporation (the “Company”) unanimously approved and adopted the First Amendment to the Second Amended and Restated Bylaws of the Company (the “First Amendment”), which became effective immediately upon its adoption by the Board. The First Amendment eliminates the supermajority vote standard required for stockholders to amend the Bylaws and replaces it with a majority vote standard requirement.
The preceding summary of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Number | Exhibit | |
| 3.1 | First Amendment to the Second Amended and Restated Bylaws of the Company, effective as of May 29, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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 thereunto duly authorized.
| GULFPORT ENERGY CORPORATION | ||
| Date: May 29, 2020 | By: | /s/ Patrick K. Craine |
| Patrick K. Craine | ||
| General Counsel and Corporate Secretary | ||
2
Exhibit 3.1
FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF
GULFPORT ENERGY CORPORATION
(Adopted by the Board of Directors effective as of May 29, 2020)
This First Amendment to the Second Amended and Restated Bylaws (the “Bylaws”) of Gulfport Energy Corporation, a Delaware corporation (the “Company”), hereby amends the Bylaws in the following respects:
| 1. | Section 9.15 of the Bylaws is hereby amended and restated in its entirety as follows: |
Section 9.15 Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Whole Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.
| 2. | Except as specifically amended above, the Bylaws shall remain in full force and effect. |
