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 ~~the~~Report ~~Securities~~(or ~~Exchange~~Date ~~Act~~ of ~~1934~~Earliest Event Reported): May 29, 2024

Date of Report (or Date of Earliest Event Reported): May 21, 2024

SilverBow Resources, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	~~001-8754~~	001-8754	~~20-3940661~~	20-3940661
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS Employer Identification No.)

920 Memorial City Way, Suite 850 ~~Houston, Texas 77024 (Address of principal executive offices)~~

Houston, Texas 77024

(Address of principal executive offices)

(281) 874-2700

(Registrant’s telephone number)

Not Applicable

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

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 (see General Instruction A.2. below):

☐ ¨ 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 (17 CFR 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 $0.01 per share	SBOW	New York Stock Exchange
Preferred Stock Purchase Rights	None	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. ☐ ¨

Item 85.0102 Departure ~~Other~~of ~~Events~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AsAt ~~previously~~the ~~announced~~Annual Meeting (as defined below), shareholders of SilverBow Resources, Inc. (“SilverBow”) ~~convened~~or ~~its 2024 annual meeting of shareholders (~~the “~~Annual Meeting~~Company”) ~~as scheduled at 10:00 a.m.~~, ~~Central~~approved ~~Time,~~the onFourth ~~May 21,~~Amendment ~~2024, and adjourned~~ (the ~~Annual~~“Fourth ~~Meeting~~Amendment”) ~~without commencing any business in order~~ to ~~allow~~the ~~additional time for recent developments to be considered by SilverBow~~Company’s ~~shareholders.~~2016 ~~The~~Equity ~~Annual~~Incentive ~~Meeting~~Plan ~~will~~(as bepreviously ~~reconvened at 10:00 a.m.~~amended, ~~Central~~the ~~Time,~~“2016 onPlan” ~~May 29~~and, ~~2024~~as atamended ~~Hotel~~by ~~ZaZa~~the ~~Memorial~~Fourth ~~City~~Amendment, ~~9787 Katy Freeway Houston, Texas 77024. The record date of March 22, 2024, and~~ the ~~proposals~~“Amended to2016 bePlan”) ~~voted on at the Annual Meeting remain unchanged. Shareholders who have voted do not need~~ to, ~~recast~~among ~~their~~other ~~votes~~things, ~~and~~increase ~~proxies~~the ~~previously~~number ~~submitted~~of inshares ~~respect~~ of ~~the~~SilverBow’s ~~Annual~~common ~~Meeting~~stock ~~will~~available befor ~~voted~~awards atthereunder ~~the~~by ~~adjourned~~725,000 ~~meeting unless properly revoked~~shares.

~~Important~~A ~~Additional~~redline ~~Information~~summary ~~About~~of the ~~SilverBow~~Amended 2016 Plan is contained in the Company’s definitive proxy statement relating to the Annual Meeting (the “Proxy Statement”), as filed with the U.S. Securities and Exchange Commission on April 9, 2024, under the heading “Proposal 3—Approval of the Fourth Amendment to the SilverBow Resources, Inc. 2016 Equity Incentive Plan.” The foregoing description of the Amended 2016 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2016 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

~~SilverBow,~~Item ~~its~~5.03 Amendments ~~directors~~to ~~and~~Articles ~~certain~~ of ~~its~~Incorporation ~~executive officers and employees are~~ or ~~will~~Bylaws; beChange ~~participants~~ in ~~the~~Fiscal solicitation of proxies from shareholders in connection with SilverBow’s 2024 Annual Meeting. SilverBow has filed the Definitive Proxy Statement with the U.S. Securities and Exchange Commission (“SEC”) on April 9, 2024 in connection with the solicitation of proxies for the 2024 Annual Meeting, together with a WHITE proxy card. Year

At the Annual Meeting, the Company’s shareholders approved amendments, as described below (the “Charter Amendments”), to the Company’s Certificate of Incorporation (the “Charter”). The ~~identity~~Charter Amendments provide for (i) the declassification of the ~~participants~~Company’s board of directors (the “Board”) on a phased-in basis concluding with the Company’s 2027 annual meeting of shareholders, ~~their~~at ~~direct~~which orall ~~indirect~~directors ~~interests~~will be elected to one-year terms, by(ii) ~~security~~the ~~holdings~~adoption orof ~~otherwise~~a majority voting standard in uncontested director elections, and ~~other~~(iii) ~~information~~the ~~relating~~elimination of the supermajority voting requirements applicable to amendments to the ~~participants~~Charter ~~are~~and ~~available~~shareholder inamendments to the ~~Definitive~~Company’s bylaws, as described in the Proxy Statement ~~(available~~under ~~here)~~the inheadings “Proposal 5—Approval of an Amendment to Our Certificate of Incorporation to Declassify the ~~section~~Board ~~entitled~~and Provide for the Annual Election of All Directors,” “~~Security~~Proposal ~~Ownership~~6—Approval of ~~Board~~an Amendment to Our Certificate of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors” and ~~Management~~“Proposal 7—Approval of an Amendment to Our Certificate of Incorporation to Eliminate Supermajority Voting Provisions,” respectively. On May 29, 2024, the Company filed a Certificate of Amendment setting forth the Charter Amendments (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, and ~~Appendix~~it Fwas effective upon filing. In Toconnection with approving the ~~extent~~Charter ~~holdings~~Amendments ofand ~~SilverBow’s~~recommending ~~securities~~them byto ~~SilverBow~~the Company’s ~~directors~~shareholders ~~and~~for ~~executive~~approval, ~~officers~~the ~~changes~~Board ~~from~~also approved a Restated Certificate of Incorporation (the ~~information~~“Restated ~~included~~Charter”), inthat ~~this~~restated ~~communication~~and integrated, ~~such~~but ~~information~~did ~~will~~not befurther ~~reflected~~amend, onthe ~~Statements~~Charter (as amended through the filing of ~~Change~~the inCertificate ~~Ownership~~of onAmendment). ~~Forms~~On 3May 29, 42024, orthe 5Company filed the Restated Charter with the ~~SEC~~Secretary of State of the State of Delaware, and it was effective upon filing. ~~These~~The ~~documents~~foregoing ~~are~~description ~~available~~of ~~free~~the Charter Amendments does not purport to be complete and is qualified in its entirety by the full text of ~~charge~~the Certificate of Amendment and the Restated Charter, copies of which are filed as ~~described~~Exhibits ~~below~~3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

~~SHAREHOLDERS~~In ~~ARE~~connection ~~URGED~~with TOapproving ~~READ~~the ~~THE~~Charter ~~DEFINITIVE~~Amendments ~~PROXY~~and ~~STATEMENT~~recommending ~~AND~~them ~~ANY~~to ~~OTHER~~the ~~DOCUMENTS~~Company’s TOshareholders BEfor ~~FILED~~approval, BYand ~~SILVERBOW~~as ~~WITH~~disclosed ~~THE~~in ~~SEC~~the ~~CAREFULLY~~Proxy ~~AND~~Statement, INthe ~~THEIR~~Board ~~ENTIRETY~~approved, ~~BECAUSE~~contingent ~~THEY~~upon ~~CONTAIN~~shareholder ORapproval ~~WILL~~and ~~CONTAIN~~implementation ~~IMPORTANT~~of ~~INFORMATION.~~the ~~Shareholders~~Charter ~~are~~Amendments, ~~able~~the toCompany’s ~~obtain,~~Third ~~free~~Amended ofand ~~charge~~Restated Bylaws(the “Bylaws”), ~~copies~~which ofconformed ~~all~~to ofand further implemented the ~~foregoing~~Charter ~~documents,~~Amendments. ~~any~~The amendments oreffected ~~supplements~~by ~~thereto~~the atBylaws (i) provide for the ~~SEC~~adoption of a majority voting standard in uncontested director elections, (ii) clarify the provisions relating to Board vacancies in connection with the anticipated declassification of the Company’s ~~website~~Board and (~~http://www.sec.gov~~iii) eliminate the supermajority voting requirement applicable to shareholder amendments to the Bylaws. ~~Copies~~The Bylaws became effective upon the filing and effectiveness of the Certificate of Amendment described above. The foregoing ~~documents,~~description ~~any~~of ~~amendments~~the orBylaws ~~supplements~~does ~~thereto~~not ~~are~~purport ~~also~~to ~~available,~~be ~~free~~complete ofand ~~charge,~~is atqualified in its entirety by reference to the ~~“Investor~~full ~~Relations”~~text ~~section~~of the Bylaws, a copy of ~~SilverBow’s~~which ~~website~~is ~~(https://www~~filed as Exhibit 3.~~sbow.com/investor-relations).~~3 hereto and incorporated herein by reference.

2Item 5.07 Submission of Matters to a Vote of Security Holders

On May 29, 2024, the Company reconvened its previously adjourned annual meeting of shareholders (the “Annual Meeting”). At the record date, 25,523,808 shares of common stock were outstanding and entitled to one vote per share upon all matters submitted at the meeting. Of the record date shares, 21,761,137 shares of common stock, or 85.3%, were represented at the Annual Meeting, constituting a quorum.

On May 29, 2024, First Coast Results, Inc. (the “Inspector of Election”) issued its final report, which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.


Proposal 1—Election of Directors*
Company’s Nominees for Class II Director	For	Withheld
Gabriel L. Ellisor	12,124,311	9,576,270
Kathleen McAllister	12,069,359	9,631,225
Charles W. Wampler	11,959,460	9,741,123

Shareholders voted to elect Gabriel L. Ellisor, Kathleen McAllister, and Charles W. Wampler to serve as Class II directors of SilverBow for three-year terms to expire at the 2027 annual meeting of shareholders.

* On May 22, 2024, Kimmeridge withdrew the nomination of its director nominees and stated that votes cast on the Gold proxy card for the Kimmeridge nominees would not be counted. Accordingly, the above results "For" the Company's nominees for Class II directors do not include votes cast for director nominees on the Gold proxy card. The votes cast for the Company director nominees exceeded the votes cast for the Kimmeridge nominees on the Gold proxy card.


	For	Against	Abstain	Broker Non-Vote
Proposal 2—Advisory Vote to Approve Executive Compensation	12,103,091	7,630,764	1,977,587	49,695

The proposal was approved.
	For	Against	Abstain	Broker Non-Vote
Proposal 3—Approval of the Fourth Amendment to the SilverBow Resources, Inc. 2016 Equity Incentive Plan	11,484,739	3,900,829	5,319,998	1,055,571

The proposal was approved.
	For	Against	Abstain	Broker Non-Vote
Proposal 4—Ratification of the Selection of BDO USA, P.C. as SilverBow’s Independent Auditor for the Fiscal Year Ending December 31, 2024	21,519,462	148,951	92,724	0


			3

The proposal was approved.

For

Against

Abstain

Broker

Non-Vote

Proposal 5—Approval of an Amendment to Our Certificate of Incorporation to Declassify the Board and Provide for the Annual Election of All Directors

21,355,477

261,784

94,184

49,692

The proposal was approved.

For

Against

Abstain

Broker

Non-Vote

Proposal 6—Approval of an Amendment to Our Certificate of Incorporation to Adopt a Majority Voting Standard in Uncontested Elections of Directors

21,343,161

272,892

95,391

49,693

The proposal was approved.

For

Against

Abstain

Broker

Non-Vote

Proposal 7—Approval of an Amendment to Our Certificate of Incorporation to Eliminate Supermajority Voting Provisions

21,463,325

148,629

99,490

49,693

The proposal was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

3.1						Certificate of Amendment to the Certificate of Incorporation of SilverBow Resources, Inc.
3.2						Restated Certificate of Incorporation of SilverBow Resources, Inc.
3.3						Third Amended and Restated Bylaws of SilverBow Resources, Inc.
10.1						SilverBow Resources, Inc. 2016 Equity Incentive Plan, as amended through May 29, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)


			4

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 hereunto duly authorized.

Date: May 21 30, 2024

SilverBow Resources, Inc.

By:

/s/ Christopher M. Abundis

Christopher M. Abundis

Executive Vice President, Chief Financial Officer and General Counsel

3 5

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