01—Abstract
Summary
Summary of the 8-K filed March 27, 2024. Cited figures are marked; the original filing is the authoritative source.
APA Corporation (APA) held a special meeting of stockholders on March 27, 2024 to vote on the Issuance Proposal, which would approve issuing shares of APA common stock in connection with the proposed merger with Callon Petroleum Company under the Agreement and Plan of Merger dated January 3, 2024 among APA, Astro Comet Merger Sub Corp., and Callon.
The proposal was approved by the affirmative vote of a majority of shares properly cast on it. Of 301,553,429 shares outstanding and entitled to vote as of the February 15, 2024 record date, 230,348,581.342 shares were represented at the meeting, which constituted a quorum. The vote tally was 225,998,399.658 shares for, 1,966,932.972 against, and 2,383,248.712 abstentions.
Because there were sufficient votes to approve the Issuance Proposal, no adjournment proposal was presented. Completion of the merger remains subject to customary closing conditions set forth in the Merger Agreement, and the merger is currently expected to be completed on April 1, 2024. The filing also includes standard forward-looking statement cautions covering risks such as whether the transaction closes on time, integration of Callon's operations, and potential litigation.
02—Key points
Key Highlights
- Stockholders approved the Issuance Proposal to issue APA common stock in connection with the Callon merger at the March 27, 2024 special meeting.
- A quorum was present, with 230,348,581.342 of 301,553,429 eligible shares represented at the meeting.
- Votes for the Issuance Proposal totaled 225,998,399.658, against 1,966,932.972, with 2,383,248.712 abstentions.
- No adjournment proposal was presented because sufficient votes were received to approve the Issuance Proposal.
- The merger under the January 3, 2024 Merger Agreement with Callon Petroleum Company remains subject to customary closing conditions.
- The merger is currently expected to be completed on April 1, 2024.
03—Questions
Frequently Asked Questions
What did APA stockholders vote on at the March 27, 2024 special meeting?
Stockholders voted on the Issuance Proposal, which sought approval to issue shares of APA common stock, par value $0.625, pursuant to the Agreement and Plan of Merger dated January 3, 2024 with Callon Petroleum Company and Astro Comet Merger Sub Corp.
Was the Issuance Proposal approved?
Yes. The proposal was approved by the affirmative vote of a majority of shares of APA common stock properly cast on the Issuance Proposal, with 225,998,399.658 votes for and 1,966,932.972 votes against.
When is the Callon merger expected to close?
The merger is currently expected to be completed on April 1, 2024, subject to the satisfaction of customary closing conditions set forth in the Merger Agreement.
What are the main risks to completing the transaction?
The filing's forward-looking statements cite risks including whether the transaction is consummated on time or at all, APA's ability to integrate Callon's operations, possible termination events, unforeseen liabilities, potential litigation, rating agency actions, and access to debt markets. It refers readers to the Risk Factors sections of APA's Form 10-K for 2023 and the February 16, 2024 proxy statement/prospectus.
04—Continue