form8kmay192011.htm
 
 
 
 
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 17, 2011

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)


STATE OF NEVADA
001-03262
94-1667468
(State or other
jurisdiction of incorporation)
 
(Commission File Number)
(I.R.S. Employer
Identification Number)

5300 Town And Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)

(972) 668-8800
(Registrant's Telephone No.)

 
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))
 
 
 
 
 
 
 
 
 
 

 
 
 
 

 
Item 5.07     Submission of Matters to a Vote of Security Holders.
 
The Company held its 2011 Annual Meeting of Stockholders on May 17, 2011.  The following proposals were submitted to the holders of the Company’s common stock for a vote:
 
 
1.
  
The election of two nominees to the Board of Directors;
       
 
2.
  
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011;
       
 
3.
  
To hold an advisory vote on executive compensation; and
       
 
4.
  
To hold an advisory vote regarding the frequency of future stockholder advisory votes on  executive compensation.
 
 
44,686,995 shares of the Company’s common stock were represented at the meeting or 94% of the Company’s voting capital stock.  2,744,541 of the 44,686,995 shares were broker non-votes and were only included in the results on proposal 2.
 
 
The results of such votes were as follows:
 
 
 
1.
  
The following votes were cast in the election of the two nominees to the Board of Directors:

 
Name of Nominee
  
Number of Votes
Voted For
  
Number of Votes
Withheld
  
Total
             
M. Jay Allison
  
40,515,143
  
1,427,311
  
41,942,454
David W. Sledge
  
35,631,770
  
6,310,684
  
41,942,454

 
 
2.
  
The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 
Number of Votes
Voted For
  
Number of Votes
Voted Against
  
Number of Votes
Abstaining
  
Total
             
44,453,596
  
226,700
  
6,699
  
44,686,995
             

 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 

 
 
3.
  
The following votes were cast in the advisory vote on executive compensation.

Number of Votes
Voted For
  
Number of Votes
Voted Against
  
Number of Votes
Abstaining
  
Total
             
27,819,721
  
13,504,311
  
618,422
  
41,942,454
             

 
4.
  
The following votes were cast in the advisory vote regarding the frequency of future stockholder advisory votes on executive compensation.

Number of Votes For
  
Number of Votes
Abstaining
    
Every 1 Year
  
Every 2 Years
  
Every 3 Years
    
Total
                 
32,013,929
  
97,599
  
9,209,368
  
621,558
  
41,942,454
 
The Board of Directors, having duly considered the results of this year's advisory votes on proposals 3 and 4, has determined that an advisory vote on the Company's executive compensation will be held annually until the next required vote on the frequency of such votes.


SIGNATURES

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

   
COMSTOCK RESOURCES, INC.
     
     
Dated:  May 19, 2011
By:
/s/ ROLAND O. BURNS
   
Roland O. Burns
   
Senior Vice-President, Chief Financial Officer and Corporate Secretary