0001509589FALSE00015095892024-06-042024-06-04

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

June 4, 2024
Date of Report (Date of earliest event reported)
_______________________
Civitas Resources, Inc.
(Exact name of registrant as specified in its charter)
_______________________
Delaware
001-35371
61-1630631
(State or other jurisdiction of incorporation or organization)(Commission File No.)(I.R.S. employer identification number)

555 17th Street, Suite 3700
Denver, Colorado 80202
(Address of principal executive offices, including zip code)

(303) 293-9100
(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 obligations 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value $0.01 per shareCIVINew 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 o
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. o


Item 5.07.     Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders (the “Annual Meeting”) of Civitas Resources, Inc. (the “Company”) held on June 4, 2024, there were 100,090,259 shares of common stock, par value $0.01 per share, of the Company eligible to vote, of which 88,105,960 shares, or approximately 88% percent, were voted. The proposals that were considered and voted upon at the Annual Meeting are described in detail in the Company’s annual proxy statement, which was filed with the Securities and Exchange Commission on April 23, 2024 (the “Proxy Statement”). The final certified voting results on those proposals are as follows:
1.Each nominee director who was up for election was elected to the board of directors of the Company (the “Board”) for a term of one year to expire at the Company’s 2025 annual meeting of stockholders and until they are either re-elected or their successor is duly elected and qualified. Votes regarding the election of these directors were as follows:
DirectorForWithheldBroker Non-Votes
Wouter van Kempen84,052,371216,6673,836,922
Deborah L. Byers83,871,954397,0843,836,922
Morris R. Clark84,197,84571,1933,836,922
Carrie M. Fox83,985,211283,8273,836,922
Carrie L. Hudak84,180,10888,9303,836,922
James M. Trimble84,166,463102,5753,836,922
Howard A. Willard III83,914,337354,7013,836,922
Jeffrey E. Wojahn83,678,667590,3713,836,922
M. Christopher Doyle84,175,59493,4443,836,922

2.Deloitte & Touche LLP was ratified as the Company’s independent registered public accountants for the fiscal year 2024. The voting results were as follows:
ForAgainstAbstentions
87,957,540108,64139,779
3.The proposal seeking stockholder approval of the Civitas Resources, Inc. 2024 Long Term Incentive Plan was approved. The voting results were as follows:
ForAgainstAbstentionsBroker Non-Votes
83,184,2491,023,66061,1293,836,922
    
4.The proposal seeking stockholder approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows:
ForAgainstAbstentionsBroker Non-Votes
82,413,9701,764,34090,7283,836,922

5.The proposal seeking stockholder approval, on an advisory basis, of the frequency with which the Company will hold future “Say-on-Pay” votes was approved at a frequency of one year. The voting results were as follows:


One YearTwo YearsThree YearsAbstentionsBroker Non-Votes
82,072,97560,3761,987,553148,1343,836,922

Based on the vote of our stockholders at the Annual Meeting, and consistent with the Board’s recommendation set forth in the Proxy Statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s named executive officers every year until the next stockholder advisory vote on the frequency of say-on-pay advisory votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
There was no other business voted upon at the Annual Meeting.
Item 9.01.     Financial Statements and Exhibits.
(d)        Exhibits
Exhibit
No.
Description
104Cover Page Interactive Data File (formatted as Inline XBRL).




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 hereunto duly authorized.
CIVITAS RESOURCES, INC.
Date: June 4, 2024By:/s/ Adrian Milton
Name:Adrian Milton
Title:Senior Vice President, General Counsel and Assistant Corporate Secretary

v3.24.1.1.u2
Cover
Jun. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 04, 2024
Entity Registrant Name Civitas Resources, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35371
Entity Tax Identification Number 61-1630631
Entity Address, Address Line One 555 17th Street, Suite 3700
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
City Area Code 303
Local Phone Number 293-9100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CIVI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001509589
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