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): May 14, 2021
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston, TX 77042
(Address of principal executive offices, including zip code)

(281) 589-5200
(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 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCPENYSE

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 (17 CFR §240.12b-2).
    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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2021, at the Annual Meeting (as defined below), the shareholders of Callon Petroleum Company (“Callon” or the “Company”) approved an amendment to Callon’s Certificate of Incorporation to increase the number of authorized shares of Callon Common Stock from 52,500,000 shares to 78,750,000 shares (the “Charter Amendment”). Callon filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on May 14, 2021.
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) in Houston, Texas. As of the close of business on March 15, 2021, the record date for the Annual Meeting, there were 46,155,799 shares of Common Stock outstanding. A total of 31,875,415 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, shareholders:
(a) Elected four Class III directors to serve on the Board, each for three years (Proposal 1);
(b) Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 2);
(c) Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 3);
(d) Approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase Charter Amendment”) (Proposal 4).
For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:
Proposal 1 – Election of Class III Directors
NomineeVotes Cast ForVotes WithheldBroker Non-Votes
Frances Aldrich Sevilla-Sacasa22,551,079467,5838,856,753
Barbara J. Faulkenberry22,544,663473,9998,856,753
L. Richard Flury22,295,317723,3458,856,753
Joseph C. Gatto, Jr.22,843,443175,2198,856,753
Proposal 2 – Approval, on a Non-Binding Advisory Basis, the Compensation of the Company’s Named Executive Officers
Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
Proposal 3 – Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021
Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
Proposal 4 – Approval of the Authorized Share Increase Charter Amendment
Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


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.

Callon Petroleum Company
May 14, 2021/s/ Joseph C. Gatto, Jr.
Joseph C. Gatto, Jr.
President and Chief Executive Officer