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): |
February 20, 2014 |
Whiting Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
1-31899 |
20-0098515 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
(Address of principal executive offices, including ZIP code)
(303) 837-1661
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing 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 (17 C.F.R. §230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 20, 2014, the Board of Directors (the “Board”) of Whiting Petroleum Corporation (the “Company”) adopted Amended and Restated By-laws of the Company (the “By-laws”). The By-laws include amendments to Article III, Section 6, which relates to the term, resignation and removal of directors, to permit D. Sherwin Artus, a director of the Company, to be eligible to stand for re-election to the Board at the Company’s 2014 annual meeting of shareholders for one three year-year term after attaining 75 years of age. A copy of the By-laws is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) |
Not applicable. |
| (b) |
Not applicable. |
| (c) |
Not applicable. |
| (d) |
Exhibits: |
| (3.1) |
Amended and Restated By-laws of Whiting Petroleum Corporation, effective February 20, 2014. |
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SIGNATURES
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 hereunto duly authorized.
| WHITING PETROLEUM CORPORATION | ||||||
| Date: February 20, 2014 |
By: |
/s/ James J. Volker | ||||
| James J. Volker | ||||||
| Chairman and Chief Executive Officer | ||||||
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WHITING PETROLEUM CORPORATION
FORM 8-K
EXHIBIT INDEX
| Exhibit Number |
Description | |
| (3.1) | Amended and Restated By-laws of Whiting Petroleum Corporation, effective February 20, 2014. | |
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