Item 5.07. Submission of Matters to a Vote of Security Holders.
Vital Energy, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, May 25, 2023. At the Annual Meeting, upon the recommendation of Company's Board of Directors (the "Board"), the Company's stockholders were requested to: (1) elect Dr. Craig M. Jarchow, Jason Pigott, Edmund P. Segner, III and Dr. Shihab Kuran to serve on the Board for terms of office expiring at the Company's 2026 Annual Meeting of Stockholders and thereafter until each of their successors is elected and qualified or his earlier resignation or removal, and elect John Driver to serve on the Board for a term of office expiring at the Company's 2025 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal; (2) ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023; (3) approve an advisory (non-binding) resolution regarding the compensation of the Company's named executive officers; and (4) approve the second amendment and restatement of the Vital Energy, Inc. Certificate of Incorporation (the "Amendment and Restatement") to make certain technical, administrative and clarifying changes and remove obsolete language relating to the prior equity ownership of Warburg Pincus, LLC.
As of March 28, 2023, the record date for the Annual Meeting, there were 17,025,123 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and a total of 12,088,765 shares (approximately 71%) were represented in person or by proxy at the Annual Meeting, constituting a quorum. The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company's proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2023:
1.Each of the following directors were elected to the Board to serve until the expiration of their respective term at the applicable annual meeting of stockholders and thereafter until each of their successors is elected and qualified or his earlier resignation or removal. Votes regarding the election of these directors were as follows:
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NOMINEE | | CLASS | | YEAR | | VOTES FOR | | VOTES AGAINST | | VOTES ABSTAINED | | BROKER NON-VOTES |
John Driver | | III | | 2025 | | 7,863,700 | | | 308,310 | | | 29,068 | | | 3,887,687 | |
Dr. Craig M. Jarchow | | I | | 2026 | | 7,854,343 | | | 241,334 | | | 105,401 | | | 3,887,687 | |
Jason Pigott | | I | | 2026 | | 7,931,384 | | | 225,930 | | | 43,764 | | | 3,887,687 | |
Edmund P. Segner, III | | I | | 2026 | | 7,771,532 | | | 242,749 | | | 186,797 | | | 3,887,687 | |
Dr. Shihab Kuran | | I | | 2026 | | 7,849,789 | | | 322,822 | | | 28,467 | | | 3,887,687 | |
2.Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
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VOTES FOR | | VOTES AGAINST | | VOTES ABSTAINED | | BROKER NON-VOTES |
12,012,593 | | | 72,646 | | | 3,526 | | | 0 |
3.The voting results for the advisory (non-binding) resolution regarding the compensation of the Company's named executive officers were as follows:
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VOTES FOR | | VOTES AGAINST | | VOTES ABSTAINED | | BROKER NON-VOTES |
7,443,246 | | | 620,906 | | | 136,926 | | | 3,887,687 | |
4.The voting results for the Amendment and Restatement were as follows:
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VOTES FOR | | VOTES AGAINST | | VOTES ABSTAINED | | BROKER NON-VOTES |
10,813,660 | | | 280,419 | | | 994,686 | | | 0 |
The Company's stockholders did not approve the Amendment and Restatement, because the proposal required the affirmative vote of at least 75% of the outstanding shares entitled to vote on this proposal. This proposal received approval from approximately 97% of the votes cast, but only received the affirmative vote of approximately 64% of the outstanding shares of Common Stock.