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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Nuevo Energy Company
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(Name of Registrant as Specified In Its Charter)
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statement number, or the Form or Schedule and the date of its filing.
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NOTICE
THE NUEVO ENERGY COMPANY
ANNUAL MEETING OF SHAREHOLDERS
HAS BEEN ADJOURNED UNTIL MAY 26, 1999
We previously sent you material relating to the Annual Meeting of Shareholders
of Nuevo Energy Company held on May 12, 1999. The meeting was adjourned in
order to allow sufficient time to obtain the required vote on Proposals 2 and
3.
Each of these proposals received the support of at least 77% of the outstanding
shares. However, these proposals require the approval of at least 80% of all
outstanding shares. Therefore, we have adjourned the meeting as to these
proposals to allow more time for shareholders to vote.
ENCLOSED PLEASE FIND A PROXY CARD SOLICITING YOUR VOTE ON PROPOSALS 2 AND 3.
ONLY THE LATEST DATED PROXY CARD WILL COUNT. OUR BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THESE PROPOSALS.
Proposal 2
This proposal relates to amending our certificate of incorporation and bylaws
to remove the sections providing for a classified Board of Directors so that
all of our directors are elected annually. This proposal received the support
of more than 98% of the shares voting on the proposal. However, since only 77%
of the outstanding shares voted in support of this proposal, it did not receive
the favorable vote of 80% of the outstanding shares as required to pass this
proposal.
The nominating and governance committee has determined that having a classified
Board of Directors may have the undesirable effect of making the board less
responsive to shareholders by limiting our shareholders' ability to control the
composition of the board. The nominating and governance committee, with the
approval of the Board of Directors, recommends the deletion of the provisions
providing for a classified Board of Directors. We are approaching the 80%
threshold and need your vote to avoid further delay and expense.
Proposal 3
This proposal, relating to amending Article VIII of our certificate of
incorporation, received the support of more than 98% of the shares voting on
the proposal. However, only 77% of the outstanding shares voted in support of
this proposal, and, therefore, it did not receive the 80% vote required to pass
this proposal.
The current certificate of incorporation has anti-takeover provisions which are
contrary to the corporate governance principles and are not necessary to
protect stockholders from inadequate or coercive offers.
At the Annual Meeting, shareholders showed support for Proposals 1, 4, 5,
6 and 7 which require only a majority approval and were adopted.
The meeting will reconvene at the Company's offices at 1331 Lamar, Suite 1650,
Houston, Texas 77010-3039 on May 26, 1999, at 10 a.m. central time.
If you have any questions about these proposals, please call our proxy
solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885.
REMEMBER, NOT VOTING COUNTS AS A VOTE AGAINST!
PLEASE VOTE YOUR PROXY TODAY!
