Civeo Corporation (NYSE:CVEO) 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.
Appointment of Director
On March 21, 2017, upon recommendation of the Nominating
Corporate Governance Committee (the Nominating Committee) of the
board of directors (the Board) of Civeo Corporation (Civeo), the
Board increased the size of the Board from seven to eight
directors and appointed Mr. Timothy O. Wall to fill the newly
created directorship, effective immediately. Mr. Wall will serve
as a director of Civeo until the expiration of his term on May
11, 2017, the date of Civeos annual general meeting of
shareholders in 2017 (the Annual Meeting), and until his
successor is elected and qualified. Mr. Wall is expected to stand
for election as a director at the Annual Meeting. Mr. Wall has
also been appointed to the Nominating Committee and the Finance
Investment Committee (the Finance Committee) of the Board.
Mr. Wall, 55, served as the President of Kitimat LNG Upstream
Operations, a division of Apache Canada Ltd., from March 2013
until June 2015. He previously served as the President of Apache
Canada from May 2009 to March 2013 and as Managing Director and
Regional Vice President, Australia of Apache Corporation from
August 2005 to May 2009. From 1990 until August 2005, Mr. Wall
served in various other positions within Apache Corporation. Mr.
Wall currently provides advisory services to the energy industry.
Mr. Wall has been a member of the board for several industry
organizations, including the Canadian Association of Petroleum
Producers, Australian Petroleum Production and Exploration
Association and the Australian Minerals and Mines Association.
Mr. Wall received his B.S. in Petroleum Engineering from Texas AM
University.
In connection with his appointment, the Board approved Civeo
entering into an indemnification agreement with Mr. Wall. The
form of indemnification agreement approved is in the same form as
the previously disclosed indemnification agreement entered into
with the other members of the Board. The foregoing description of
the indemnification agreement is qualified by reference to the
complete form of agreement, which is incorporated by reference as
an exhibit to this report and hereby incorporated by reference
into this Item.
Compensatory Arrangements
Upon his appointment, Mr. Wall was granted restricted share
awards valued at $125,000, which was equal to 47,529 shares based
on the closing trading price of Civeo common shares on the date
of his appointment.
Consistent with Civeos standard arrangement for non-employee
directors, Mr. Wall will receive (i) an annual retainer of
$50,000 for his service on the Board, (ii) fees of $2,000 for
attendance at each Board or committee meeting and (iii)
additional annual retainers of $5,000 for his service on each of
the Nominating Committee and the Finance Committee, respectively.
In addition, it is expected that Mr. Wall will be granted
restricted share awards valued at $125,000 at each annual general
meeting of shareholders, beginning with the 2018 annual general
meeting, after which he continues to serve.
There are no material arrangements or understandings between Mr.
Wall and any other person to which Mr. Wall was appointed to
serve as a director that are not described above. Civeo is not
aware of any transaction in which Mr. Wall has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Document |
| 10.1 |
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B (File No. 001-36246) filed on July 17, 2015). |
| 99.1 | Press Release dated March 22, 2017 |
Civeo Corporation (NYSE:CVEO) Recent Trading Information
Civeo Corporation (NYSE:CVEO) closed its last trading session up +0.07 at 2.70 with 1,046,177 shares trading hands.