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 21, 2015

WPX Energy, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	1-35322	 	45-1836028	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

3500 One Williams Center, Tulsa, Oklahoma	 	74172-0172	
(Address of principal executive offices)	 	(Zip Code)	
855-979-2012
(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 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 1.01	Entry into a Material Definitive Agreement	
On May 21, 2015, the shareholders of WPX Energy, Inc. (the “ Company ” or “ WPX ”) approved an amendment to the WPX Energy, Inc. 2013 Incentive Plan (the “ Plan ”). The amendment authorized an additional 10,000,000 shares for issuance under the Plan such that a total of 11,939,626 shares are available for issuance (the 11,939,626 shares represent 1,939,626 shares remaining as of March 3, 2015, plus 10,000,000 new shares), and 20,680,725 shares are subject to the plan (the 20,680,725 shares represent the 11,939,626 shares available for issuance plus the 8,741,099 shares subject to awards already issued but subject to forfeiture; per the terms of the existing Plan, any shares subject to awards that are forfeited, terminated or settled in cash shall again be available for grant). The amendment did not make any other changes to the Plan. The Plan provides for awards to employees, officers, and non-management directors of WPX and its affiliates. The Plan permits the granting of stock options (including incentive stock options, or ISOs), restricted stock units, performance units, performance shares, stock appreciation rights, and other stock-based awards valued in whole or in part by reference to or otherwise based on WPX Common Stock or other securities.
The foregoing description of the amendment to the Plan is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
 
Item 5.07.	Submission of Matters to a Vote of Security Holders	
At the Company’s annual meeting of stockholders of WPX Energy, Inc. held on May 21, 2015, the following actions took place.
 
 	1.	Election of Directors. The Company’s stockholders reelected Ms. Lubel and Messrs. Granberry, Kindick, and Work as directors of the Company for a one-year term based on the following votes.	

Nominee	  	For	 	  	Against	 	  	Abstain	 	  	Broker Non-Votes	 	
William R. Granberry	  	 	160,399,942	  	  	 	2,989,970	  	  	 	94,220	  	  	 	24,268,658	  	
Kelt Kindick	  	 	162,095,881	  	  	 	1,292,739	  	  	 	95,512	  	  	 	24,268,658	  	
Kimberly S. Lubel	  	 	158,932,020	  	  	 	4,462,186	  	  	 	89,926	  	  	 	24,268,658	  	
David F. Work	  	 	160,367,838	  	  	 	3,026,432	  	  	 	89,862	  	  	 	24,268,658	  	
 
 	2.	Say on Pay. The Company’s stockholders approved, on a non-binding advisory basis, the Company’s executive compensation based on the following votes.	

For	  	Against	  	Abstain	  	Broker Non-Votes	
135,672,706	  	27,618,574	  	192,852	  	24,268,658	
 
 	3.	Declassification of the Board of Directors. The Company’s stockholders approved the proposal to declassify the Company’s Board of Directors based on the following votes.	

For	  	Against	  	Abstain	  	Broker Non-Votes	
162,691,442	  	597,840	  	194,850	  	24,268,658	
 
 	4.	Amendment to the WPX Energy, Inc. 2013 Incentive Plan. The Company’s stockholders approved an amendment to the WPX Energy, Inc. 2013 Incentive Plan to increase the number of authorized shares based on the following votes.	

For	  	Against	  	Abstain	  	Broker Non-Votes	
159,735,725	  	3,569,589	  	178,818	  	24,268,658	
 
 	5.	Ratification of Appointment of Auditors. The Company’s stockholders approved the ratification of the appointment of Ernst & Young LLP as the independent public accounting firm for the Company for the year ending December 31, 2015 based on the following votes.	

For	  	Against	  	Abstain	  	Broker Non-Votes	
186,681,333	  	917,532	  	153,925	  	0	
 
 	6.	Stockholder Proposal. The Company’s stockholders did not approve the stockholder proposal regarding reporting of quantitative indicators and practices for hydraulic fracturing based on the following votes.	

							
For	  	Against	  	Abstain	  	Broker Non-Votes	
45,470,932	  	93,361,485	  	23,651,403	  	24,268,658	
 
Item 9.01.	Financial Statements and Exhibits.	
 
(d)	Exhibits . The following exhibit is filed with this Form 8-K:	

Exhibit
No.	  	Description	
		
4.1	  	Amendment No. 1 to the WPX Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix B to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-35322) filed with the SEC on March 31, 2015).	

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				WPX Energy, Inc.	
			
Date: May 27, 2015		By:		/s/ Stephen E. Brilz	
		Name:		Stephen E. Brilz	
		Title:		Vice President and Corporate Secretary	

			
Exhibit
No.	  	Description	
		
Exhibit 4.1	  	Amendment No. 1 to the WPX Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix B to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-35322) filed with the SEC on March 31, 2015).