Item 5.07
Submission of Matters to a Vote of Security Holders
A special meeting (the Special Meeting) of the unitholders (the Unitholders) of Enduro Royalty Trust (the Trust) was held on August 30, 2017, at which the following proposals were voted upon by the Trusts unitholders: (1)(a) the sale by Enduro Operating LLC (Enduro Operating) of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Chisholm Energy Holdings, LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(b) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and OXY USA, Inc.; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(c) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Forge Energy, LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(d) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and Summit West Resources LP; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(e) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and DE Midland III LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(f) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and Parsley Energy, LP; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(g) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Tracker Resource Development III LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(h) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and QEP Energy Company; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (2) approval of amendments to the Amended and Restated Trust Agreement, dated as of November 3, 2011, of the Trust (the Trust Agreement) to permit Enduro Resource Partners LLC, a Delaware limited liability company (Enduro), and its affiliates to sell their interests in certain oil and natural gas properties subject to the net profits interest held by the Trust and to release the related net profits interest; (3) approval of amendments to the Conveyance of Net Profits Interest, executed as of November 8, 2011, from Enduro Operating to Enduro Texas LLC, a Texas limited liability company (Enduro Texas), as supplemented by that certain Supplement to Conveyance of Net Profits Interest, executed as of November 8, 2011, among Enduro Operating, Enduro Texas and the Trust, to permit Enduro and its affiliates to sell their interests in certain oil and natural gas properties subject to the net profits interest held by the Trust and to release the related net profits interest; (4) approval of amendments to the Trust Agreement to permit the costs associated with calling any Unitholder meeting, including, without limitation, meeting costs, proxy preparation costs, proxy solicitation costs and costs of counsel and other advisors associated therewith, pursuant to the proposed Section 3.02(d) to be paid pro rata by the Trust and Enduro; and (5) approval of the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of proposals 1, 2, 3 and 4 above.
Proposal 1(a)
The final voting results with respect to Proposal 1(a) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,789,727
|
|
177,513
|
|
191,065
|
|
Proposal 1(b)
The final voting results with respect to Proposal 1(b) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,785,874
|
|
182,688
|
|
189,743
|
|
2
Proposal 1(c)
The final voting results with respect to Proposal 1(c) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,786,502
|
|
181,233
|
|
190,570
|
|
Proposal 1(d)
The final voting results with respect to Proposal 1(d) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,789,895
|
|
179,940
|
|
188,470
|
|
Proposal 1(e)
The final voting results with respect to Proposal 1(e) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,783,501
|
|
184,584
|
|
190,220
|
|
Proposal 1(f)
The final voting results with respect to Proposal 1(f) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,785,827
|
|
180,258
|
|
192,220
|
|
Proposal 1(g)
The final voting results with respect to Proposal 1(g) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,786,699
|
|
178,140
|
|
193,466
|
|
Proposal 1(h)
The final voting results with respect to Proposal 1(h) were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,790,456
|
|
176,934
|
|
190,915
|
|
Proposal 2
The final voting results with respect to Proposal 2 were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,716,518
|
|
175,110
|
|
266,677
|
|
3
Proposal 3
The final voting results with respect to Proposal 3 were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,715,950
|
|
173,494
|
|
268,861
|
|
Proposal 4
The final voting results with respect to Proposal 4 were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,124,508
|
|
710,514
|
|
323,283
|
|
Proposal 5
The final voting results with respect to Proposal 5 were as follows, there were no broker non-votes:
For
|
|
Against
|
|
Abstain
|
|
25,663,314
|
|
185,297
|
|
309,694
|
|
Item 7.01
Regulation FD Disclosure.
On August 30, 2017, the Trust issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), nor is it subject to the liabilities of that section or deemed incorporated by reference in any filing by the Trusts under the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit 99.1 Enduro Royalty Trust Press Release dated August 30, 2017.
4