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 24, 2023

GULFPORT ENERGY CORPORATION 

(Exact Name of Registrant as Specified in Charter)

(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:

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

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 5.07. Submission of Matters to a Vote of Security Holders.

(a) On May 24, 2023, Gulfport Energy Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at 713 Market Drive, Oklahoma City, Oklahoma.

(b) The final voting results for the four proposals that were presented for stockholder approval, recommendation or ratification at the Annual Meeting are set forth below. Each of the four proposals was described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2023. All results presented below reflect the voting power of the Company’s common stock and the Company’s Series A Convertible Preferred Stock on an as-converted basis.

Proposal 1: Election of Directors

Timothy J. Cutt, David Wolf, Guillermo (Bill) Martinez, Jason Martinez, David Reganato, John Reinhart and Mary Shafer-Malicki were elected to serve as the Company’s directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote on Proposal 1 were as follows:

Proposal 2: Auditors Ratification Proposal

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023. The results of the vote on Proposal 2 were as follows:

Proposal 3: Say-On-Pay Proposal

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

Proposal 4: Say on Frequency Proposal

The Company’s stockholders voted, on an advisory, non-binding basis, on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers. The results of the vote on Proposal 4 were as follows:

In light of the results of the advisory vote on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, the Board of the Company has determined that the Company will hold the advisory vote on executive compensation every year.

SIGNATURE

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.

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