Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2020, at the Annual Meeting (as defined below), the shareholders of
Callon Petroleum Company ("Callon" or the "Company") approved the Callon
Petroleum Company 2020 Omnibus Incentive Plan (the "2020 Plan"). The 2020 Plan
is a long-term incentive plan pursuant to which awards may be granted to certain
employees, independent contractors and directors of the Company and its
affiliates, including stock options, stock appreciation rights, restricted
stock, restricted stock units (including phantom shares and phantom stock
units), cash awards and performance awards. The 2020 Plan was adopted
principally to serve as a successor plan to the Callon Petroleum Company 2018
Omnibus Incentive Plan (the "2018 Plan"), and to increase the number of shares
of Common Stock reserved for equity-based awards by 13,250,000 shares, which is
in addition to the share reserve amount that remained available under the 2018
Plan immediately prior to the adoption of the 2020 Plan. It is not possible to
determine specific amounts and types of awards that may be granted to eligible
participants under the 2020 Plan subsequent to the Annual Meeting because the
grant and payment of such awards is subject to the discretion of the
Compensation Committee of the Company's Board of Directors (the "Board").
The foregoing description of the 2020 Plan is not complete and is qualified in
its entirety by reference to the 2020 Plan, which is filed as Exhibit 4.5 to the
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission (the "SEC") on June 8, 2020 and incorporated herein by
reference. In addition, a description of the material terms of the 2020 Plan was
included in the Company's definitive proxy statement for the Annual Meeting,
which was filed with the SEC on April 28, 2020 (the "Proxy Statement").
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2020, the Company held its 2020 Annual Meeting of Shareholders (the
"Annual Meeting") in Houston, Texas. As of the close of business on April 14,
2020, the record date for the Annual Meeting, there were 397,002,537 shares of
Common Stock outstanding. A total of 322,908,926 shares of Common Stock were
represented in person or by proxy at the Annual Meeting, which constituted a
quorum to conduct business at the meeting. At the Annual Meeting, shareholders:
(a) Elected three Class II directors to serve on the Board, each for three years
(Proposal 1);
(b) Approved, on a non-binding advisory basis, the compensation of the Company's
named executive officers (Proposal 2);
(c) Approved the 2020 Plan (Proposal 3);
(d) Ratified the appointment of Grant Thornton LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2020
(Proposal 4);
(e) Approved an amendment to the Company's Certificate of Incorporation to
permit the Company to effect a reverse stock split of its issued and outstanding
shares of Common Stock, at a ratio that will be determined by the Board and
ranging between 1-for-10 and 1-for-50 if the Board determines, in its sole
discretion, at any time prior to the first anniversary of the Annual Meeting,
that such reverse stock split is in the best interests of the Company and its
shareholders (the "Reverse Stock Split Charter Amendment") (Proposal 5); and
(f) Approved an amendment to the Company's Certificate of Incorporation to
reduce the number of authorized shares of Common Stock by the reverse stock
split ratio determined by the Board (the "Authorized Share Reduction Charter
Amendment") (Proposal 6).
For additional information on these proposals, please see the Proxy Statement.
The voting results for each of these proposals are set forth below:
Proposal 1 - Election of Class II Directors
        Nominee             Votes Cast For       Votes Withheld        Broker Non-Votes
Matthew R. Bob                198,991,538           7,699,521            116,217,867
Anthony J. Nocchiero          200,557,336           6,133,723            116,217,867
James M. Trimble              197,776,493           8,914,566            116,217,867

Proposal 2 - Approval, on a Non-Binding Advisory Basis, the Compensation of the Company's Named Executive Officers


 Votes Cast For       Votes Cast Against      Votes Abstained       Broker Non-Votes
   192,324,031            12,795,335             1,571,691            116,217,869





--------------------------------------------------------------------------------

Proposal 3 - Approval of the 2020 Plan


 Votes Cast For       Votes Cast Against      Votes Abstained       Broker Non-Votes
   193,373,297            11,501,235             1,816,525            116,217,869

Proposal 4 - Ratification of the Appointment of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020


 Votes Cast For       Votes Cast Against      Votes Abstained       Broker Non-Votes
   314,062,262            4,744,446              4,102,216                 -

Proposal 5 - Approval of the Reverse Stock Split Charter Amendment


 Votes Cast For       Votes Cast Against      Votes Abstained       Broker Non-Votes
   281,797,649            39,890,120             1,221,154                 -

Proposal 6 - Approval of the Authorized Share Reduction Charter Amendment


 Votes Cast For       Votes Cast Against      Votes Abstained       Broker Non-Votes
   283,913,835            37,485,218             1,509,873                 -


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number               Description
                             Cover Page Interactive Data File - the cover page XBRL tags are embedded
         104                 within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses