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): April 28, 2014

 

 

GULFPORT ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-19514   73-1521290

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

14313 North May Avenue

Suite 100

Oklahoma City, OK

   73134
(Address of principal executive offices)   (Zip code)

(405) 848-8807

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

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

On April 28, 2014, the Board of Directors (the “Board”) of Gulfport Energy Corporation (the “Company”) adopted the Second Amendment to the Amended and Restated Bylaws of the Company (the “Second Amendment”), which became effective immediately upon its adoption by the Board. The Second Amendment includes amendments that provide for (1) the election of directors in an uncontested election by a majority of the votes cast and procedures for incumbent director resignation if sufficient votes are not cast for such director’s candidacy, and (2) the plurality standard for contested elections of directors. The preceding summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second 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    Second Amendment to the Amended and Restated Bylaws of the Company.

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 2, 2014     By:  

/s/ MICHAEL G. MOORE

      Michael G. Moore
      Chief Executive Officer

EXHIBIT INDEX

 

Number

   

Exhibit

3.1    Second Amendment to the Amended and Restated Bylaws of the Company.