CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CIMAREX ENERGY CO. (NYSE:XEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Resignation of Director; Appointment as Director Emeritus

On May 28, 2019, David A. Hentschel submitted his resignation as a director of Cimarex Energy Co. (the “Company” or “Cimarex”) effective as of May 31, 2019. Mr. Hentschel’s resignation was not a result of any disagreement with the Company regarding any matter relating to its operations, policies and practices.

In connection with his retirement from the Board on May 31, 2019, the Board appointed Mr. Hentschel effective that date as Director Emeritus for up to a two-year term. As compensation for serving as Director Emeritus, Mr. Hentschel will be entitled to an annual retainer of $85,000 payable on June 1, 2019 and June 1, 2020. The Company also will enter into an indemnification agreement with Mr. Hentschel with substantially the same terms as his current indemnification agreement as a Director.

Election of Director

On May 28, 2019, the Board of Directors of Cimarex approved the appointment of Paul N. Eckley as a director of the Company effective as of May 31, 2019 immediately after the resignation of David A. Hentschel. Mr. Eckley also was appointed effective May 31, 2019 to serve on the Compensation and Governance Committee of the Board of Directors. Mr. Eckley will stand for election as director by the shareholders at Cimarex’s annual meeting held in 2020.

Mr. Eckley, 63, is Senior Vice President — Investments at State Farm® Corporate Headquarters in Bloomington, Illinois. Mr. Eckley joined State Farm in 1977 as an investment analyst at Corporate Headquarters in Bloomington, Illinois. He was promoted to investment officer there in 1990 and then vice president — common stocks in 1995. He assumed his current position in 1998. Mr. Eckley was a director of the Emerging Markets Growth Fund owned by the Capital Group from 2005 until November 2016, including serving as Chairman of the Board of that Fund from January 2014 through November 2016.

Mr. Eckley received a bachelor’s degree in economics and history from Northwestern University in Evanston, Illinois in 1975 and a master of business administration degree from the University of Chicago in 1977. He earned the Chartered Financial Analyst (CFA) designation in 1981.

Mr. Eckley’s 42 year of experience in investments in public and private companies, including companies in the oil and gas industry, and extensive leadership roles are key attributes that make him well qualified to serve as a director of the Company.

As a non-employee director, Mr. Eckley will be entitled to receive director compensation, which includes an annual retainer and equity in the form of restricted stock, previously approved by our Compensation and Governance Committee. On June 1, 2019, at the same time as other non-employee directors, Mr. Eckley will receive an annual retainer of $105,000 and shares of

restricted stock having a value of $200,000 for the annual restricted share grant. A copy of the form of award agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K.

The Company and Mr. Eckley also agreed to enter into an indemnification agreement in the form entered into with other directors and officers of the Company. The form of this agreement is incorporated by reference into this Form 8-K.

ITEM 7.01 REGULATION FD DISCLOSURE

On May 28, 2019, the Company issued a press release concerning the appointment of Paul N. Eckley as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

D. Exhibits

CIMAREX ENERGY CO Exhibit
EX-10.2 2 a19-10664_2ex10d2.htm EX-10.2 Exhibit 10.2   NOTICE OF GRANT OF RESTRICTED STOCK (DIRECTOR) AND AWARD AGREEMENT   Name of Director           Date of Grant   June 1,…
To view the full exhibit click here

About CIMAREX ENERGY CO. (NYSE:XEC)

Cimarex Energy Co. is an independent oil and gas exploration and production company. The Company’s segment is exploration and production. Its operations are located mainly in Oklahoma, Texas and New Mexico. Its operations are focused in approximately two main areas, such as the Permian Basin and the Mid-Continent region. Its Permian Basin region includes west Texas and southeast New Mexico. Its Mid-Continent region consists of Oklahoma and the Texas Panhandle. Its Permian Basin efforts are located in the western half of the Permian Basin known as the Delaware Basin. It is focused on drilling horizontal wells that yielded oil and liquids-rich gas from the Wolfcamp shale, the Bone Spring formation and the Avalon shale. The Permian region produces approximately 542 million cubic feet equivalent per day. In the Mid-Continent region, it is focused in the Cana-Woodford shale and the Meramec horizon. The Mid-Continent region produces approximately 432 million cubic feet equivalent per day.