8-K

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):

 

February 20, 2014

   

Whiting Petroleum Corporation

 

(Exact name of registrant as specified in its charter)

 

    Delaware    

 

        1-31899        

 

    20-0098515    

(State or other

jurisdiction of

incorporation)

  (Commission File

Number)

  (IRS Employer

Identification No.)

1700 Broadway, Suite 2300, Denver, Colorado 80290-2300

 

(Address of principal executive offices, including ZIP code)

(303) 837-1661

 

(Registrant’s telephone number, including area code)

 

 

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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2014, the Board of Directors (the “Board”) of Whiting Petroleum Corporation (the “Company”) adopted Amended and Restated By-laws of the Company (the “By-laws”). The By-laws include amendments to Article III, Section 6, which relates to the term, resignation and removal of directors, to permit D. Sherwin Artus, a director of the Company, to be eligible to stand for re-election to the Board at the Company’s 2014 annual meeting of shareholders for one three year-year term after attaining 75 years of age. A copy of the By-laws is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

 

(a)

Not applicable.

 

 

(b)

Not applicable.

 

 

(c)

Not applicable.

 

 

(d)

Exhibits:

 

 

(3.1)

Amended and Restated By-laws of Whiting Petroleum Corporation, effective February 20, 2014.

 

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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.

 

   

    WHITING PETROLEUM CORPORATION

Date: February 20, 2014

   

By:        

 

/s/ James J. Volker

     

James J. Volker

     

Chairman and Chief Executive Officer

     

 

 

 

 

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WHITING PETROLEUM CORPORATION

FORM 8-K

EXHIBIT INDEX

 

Exhibit

Number

     Description
(3.1)     

Amended and Restated By-laws of Whiting Petroleum Corporation, effective February 20, 2014.

 

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