nfx8k-051111.htm


 



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 5, 2011
 
_____________________________

NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
_____________________________
 

Delaware
1-12534
72-1133047
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
 
Identification No.)


363 N. Sam Houston Parkway E., Suite 100
Houston, Texas 77060
(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 847-6000
 
Not Applicable
(Former name or former address, if changed since last report)


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:

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 (17 CFR 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On May 5, 2011, at the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) of Newfield Exploration Company (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the stockholders approved the Newfield Exploration Company 2011 Omnibus Stock Plan (the “2011 Plan”). The terms and conditions of the 2011 Plan, including the material terms of the performance goals for performance awards under the 2011 Plan, are described on pages 59 through 74 of the definitive Proxy Statement for the 2011 Annual Meeting that was filed with the Securities and Exchange Commission on March 15, 2011 on Form DEF 14A (the “2011 Proxy Statement”), which description is incorporated by reference herein. The description of the 2011 Plan is qualified in its entirety by reference to the full text of the 2011 Plan, which is attached as Appendix A to the 2011 Proxy Statement and incorporated by reference herein.

Item 5.07  Submission of Matters to a Vote of Security Holders.

At the 2011 Annual Meeting, Newfield’s stockholders: (1) elected 11 nominees for director; (2) approved the 2011 Plan; (3) approved the performance goals under the 2011 Plan; (4) ratified the appointment of PricewaterhouseCoopers LLP as Newfield’s independent registered public accounting firm for fiscal 2011; (5) approved, by non-binding vote, the executive compensation of Newfield’s named executive officers as disclosed in the 2011 Proxy Statement; and (6) recommended, by non-binding vote, the frequency on which the stockholders will provide an advisory vote regarding the compensation of Newfield’s named executive officers.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter, as applicable, including a separate tabulation with respect to each director nominee, are set forth below. On the advisory vote on the frequency of future advisory votes on executive compensation, the final number of votes cast for each of one year, two years and three years is also set forth below.
 
1.    Election of Directors:
Nominee
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Lee K. Boothby
 
110,374,656
 
4,562,256
 
20,016
 
6,766,753
Philip J. Burguieres
 
109,118,166
 
5,820,359
 
18,403
 
6,766,753
Pamela J. Gardner
 
112,256,559
 
2,681,404
 
18,965
 
6,766,753
John Randolph Kemp III
 
112,255,613
 
2,682,927
 
18,388
 
6,766,753
J. Michael Lacey
 
114,715,637
 
222,105
 
19,186
 
6,766,753
Joseph H. Netherland
 
112,090,458
 
2,848,121
 
18,349
 
6,766,753
Howard H. Newman
 
109,336,672
 
5,601,400
 
18,856
 
6,766,753
Thomas G. Ricks
 
111,867,607
 
3,069,449
 
19,872
 
6,766,753
Juanita F. Romans
 
114,715,050
 
212,308
 
29,570
 
6,766,753
C. E. (Chuck) Shultz
 
111,365,841
 
3,569,289
 
21,798
 
6,766,753
J. Terry Strange
 
114,611,779
 
325,429
 
19,720
 
6,766,753
 
2.    Approval of the Newfield Exploration Company 2011 Omnibus Stock Plan:
 
For:
 
95,429,067
Against:
 
19,486,652
Abstentions:
 
41,209
Broker Non-Votes:
 
6,766,753
 
3.    Approval of the performance goals under the Newfield Exploration Company 2011 Ominbus Stock Plan:
 
For:
 
107,196,793
Against:
 
7,721,548
Abstentions:
 
38,587
Broker Non-Votes:
 
6,766,753


 
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4.   Ratification of Appointment of Independent Registered Public Accounting Firm:
 
For:
 
118,348,304
Against:
 
3,300,892
Abstentions:
 
74,485
Broker Non-Votes:
 
0
 
5.   Approval, by a non-binding advisory vote, of a resolution regarding the compensation of Newfield’s named executive officers:
 
For:
 
107,096,740
Against:
 
7,780,389
Abstentions:
 
79,799
Broker Non-Votes:
 
6,766,753
 
6.   Recommendation, by a non-binding advisory vote, the frequency on which the stockholders will provide an advisory vote on the compensation of Newfield’s named executive officers:
 
1 Year
 
2 Years
 
3 Years
 
Abstentions
74,629,402
 
3,538,746
 
36,616,025
 
172,755

Based on these results, Newfield’s Board of Directors has determined to hold the advisory vote on the compensation of Newfield’s named executive officers annually until the next stockholder vote on the frequency of such advisory votes.

Item 9.01  Financial Statements and Exhibits

(d)
Exhibits
     
 
10.1
Newfield Exploration Company 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8, filed on May 5, 2011 (Registration No. 333-173964)).


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.


 
NEWFIELD EXPLORATION COMPANY
     
     
Date:   May 11, 2011
By:
 /s/ John D. Marziotti
   
John D. Marziotti
   
General Counsel and Secretary
 
 
 

 
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  Exhibit Index

Exhibit No.
 
 Description
10.1
 
Newfield Exploration Company 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8, filed on May 5, 2011 (Registration No. 333-173964)).

 
 
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