Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 3, 2019




(Exact Name of Registrant as Specified in Charter)




Delaware   000-19514   73-1521290

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)


3001 Quail Springs Parkway

Oklahoma City, Oklahoma

(Address of principal executive offices)   (Zip code)

(405) 252-4600

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K 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



Soliciting material pursuant to Rule 14a-12 under the Exchange Act



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Name of each exchange

which registered




Common stock, par value $0.01 per share   Nasdaq Global Select Market   GPOR

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  ☐

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.  ☐




Item 1.01.

Entry into a Material Definitive Agreement.

Amendment to Credit Facility

On June 3, 2019, Gulfport Energy Corporation, as borrower (the “Co-pay”), entered into a fourteenth amendment (the “Fourteenth Amendment”) to the Amended and Restated Credit Agreement, dated as of December 27, 2013, as amended to the date hereof, with The Bank of Nova Scotia, as administrative agent, and the lenders party thereto (the “Credit Agreement”).

Among other changes, the Fourteenth Amendment amends the Credit Agreement to allow the Co-pay to designate certain of its subsidiaries as unrestricted subsidiaries and to include LIBOR replacement provisions. Additionally, the borrowing base was reaffirmed at $1.4 billion, and the Co-pay’s elected commitment amount remained at $1.0 billion.

The preceding summary of the Fourteenth Amendment is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Fourteenth Amendment is incorporated herein by reference, as applicable.


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 6, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at 3001 Quail Springs Parkway, Oklahoma City, Oklahoma. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2019. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.

Proposal 1

David M. Wood, David L. Houston, Deborah G. Adams, Ben T. Morris, C. Doug Johnson, Scott E. Streller, Craig Groeschel and Paul D. Westerman were elected to continue to serve as the Company’s directors until the 2020 Annual Meeting of Stockholders and until their respective successors are elected. The results of the vote on Proposal 1 were as follows:


Name of Nominee









David M. Wood    113,125,045      2,126,860    56,535    14,609,762
David L. Houston    100,680,057    14,572,713    55,670    14,609,762
Deborah G. Adams    112,342,063      2,190,959    55,418    14,609,762
Ben T. Morris    111,444,693      3,809,982    53,765    14,609,762
C. Doug Johnson    112,445,131      2,808,558    54,751    14,609,762
Scott E. Streller    110,995,095      4,260,279    53,066    14,609,762
Craig Groeschel    111,983,744      3,273,092    51,604    14,609,762
Paul D. Westerman    112,052,685      3,203,013    52,742    14,609,762

Proposal 2

The Company’s stockholders approved the 2019 Amended and Restated Stock Incentive Plan. The results of the vote on Proposal 2 were as follows:









108,843,725   6,384,898   79,817   14,609,762

Proposal 3

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The results of the vote on Proposal 3 were as follows:









112,137,222   3,048,585   122,633   14,609,762

Proposal 4

The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019 was ratified. The results of the vote on Proposal 4 were as follows:









123,872,792   5,964,792   80,618   0


Item 9.01.

Financial Statements and Exhibits








10.1    Fourteenth Amendment to the Amended and Restated Credit Agreement, dated as of June  3, 2019, between Gulfport Energy Corporation, as Borrower, The Bank of Nova Scotia, as Administrative Agent and the lenders party thereto.


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 thereunto duly authorized.


Date: June 7, 2019     By:  

/s/ Keri Crowell

      Keri Crowell
      Chief Financial Officer