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Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report  
(Date of earliest event reported): May 11, 2021



(Exact name of registrant as specified in its charter)


Delaware 001-31899 20-0098515
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1700 Lincoln Street, Suite 4700    
Denver, Colorado   80203-4547
(Address of principal executive offices)   (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 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 §240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class Trading Symbol(s) Name of each exchange on which
Common Stock, $0.001 par value WLL New York Stock Exchange


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


Whiting Petroleum Corporation (the “Company”) held its annual meeting of stockholders on May 11, 2021 (the “Annual Meeting”). Of the 39,000,022 shares outstanding as of the record date for the Annual Meeting, 31,227,468 shares were present or represented by proxy at the Annual Meeting. All proposals were approved by stockholders other than the approval, by advisory vote, of the compensation of the Company’s named executive officers. The items voted on at the Annual Meeting and the results of the voting on the matters submitted to the stockholders were as follows:


1. Election of seven directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the following nominees for director was elected at the Annual Meeting.


   Shares Voted 
Name of Nominee  For   Withheld   Broker Non-Vote 
Janet L. Carrig   23,928,603    131,224    7,167,641 
Susan M. Cunningham   23,956,511    103,316    7,167,641 
Paul J. Korus   23,922,705    137,122    7,167,641 
Kevin S. McCarthy   21,256,680    2,803,147    7,167,641 
Lynn A. Peterson   23,564,377    495,450    7,167,641 
Daniel J. Rice IV   19,567,754    4,492,073    7,167,641 
Anne Taylor   21,412,098    2,647,729    7,167,641 


2. Approval, by advisory vote, of the compensation of the Company’s named executive officers.


Shares Voted
For  Against  Abstain  Broker Non-Vote
5,426,646  18,601,671  31,509  7,167,641


3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2021.


Shares Voted
For  Against  Abstain  Broker Non-Vote
31,109,556  96,016  21,896  0






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.


Date: May 12, 2021


By:/s/ M. Scott Regan
 Name:M. Scott Regan
 Title: Vice President, Legal, General Counsel and Secretary