Current Report Filing (8-k)

0001104485FALSE12/3100011044852023-01-192023-01-19

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): January 19, 2023

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

Delaware			001-33999			95-3848122
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4350 Baker Road, Suite 400 Minnetonka, Minnesota			55343
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code   [phone]

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 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

New York Stock Exchange

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. ☐

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Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2023, the Board of Directors (the “Board”) of Northern Oil and Gas, Inc. (the “Company”) adopted and approved, effective immediately, the amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”) of the Company. The Amended and Restated Bylaws, among other things:

•revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, by (1) requiring that a notice of nominations or business be delivered within a window of 120 days and 90 days prior to the anniversary of the preceding year’s annual meeting, rather than at any time 90 days prior to the anniversary of the preceding year’s annual meeting, (2) requiring delivery of a completed D&O questionnaire and nominee agreement from each nominee, and (3) adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting;

•clarify the power of the Board to postpone any meeting of stockholders;

•clarify the powers of the Board and the chair of a stockholder meeting to establish rules for the conduct of any meeting of stockholders;

•establish that special meetings of the Board may be called by a majority of the Board (rather than by any single director); and

•make certain administrative, modernizing and clarifying changes, including making updates to reflect recent amendments to the Delaware General Corporation Law and adopting gender-neutral terms when referring to particular positions, offices or title holders, such as the adoption of the title of “Chairperson” in place of “Chairman”.

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
3.1						Amended and Restated Bylaws of Northern Oil and Gas, Inc.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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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.

Date: January 19, 2023			NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary