Concho Resources Inc. (NYSE:CXO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(d) Election of Director. On March27, 2017, the Board of
Directors (the Board) of Concho Resources Inc. (the Company)
elected Susan J. Helms as a director. Ms.Helms will serve as a
Class III director and her term on the Board will expire at the
Companys annual meeting of stockholders in 2019. In connection
with her appointment, the Board has determined that Ms.Helms will
serve as a member of the Reserves Committee. In addition, the
Board has determined that Ms.Helms is an independent director
under Section303A.02 of the New York Stock Exchange Listed
Company Manual and Rule 10A-3 of the Securities Exchange Act of
1934.
There are no understandings or arrangements between Ms.Helms and
any other person to which Ms.Helms was elected to serve as a
director of the Company. There are no relationships between
Ms.Helms and the Company or any of its subsidiaries that would
require disclosure to Item404(a) of Regulation S-K. As a
non-employee director, Ms.Helms will receive compensation in
accordance with the Companys policies for compensating
non-employee directors.
In connection with Ms.Helmss election to the Board, the Company
entered into an indemnification agreement with Ms.Helms on
March27, 2017. The form of indemnification agreement is attached
hereto as Exhibit 10.1 and is incorporated by reference herein in
its entirety. The indemnification agreement is intended to permit
indemnification to the fullest extent now or hereafter permitted
by the General Corporation Law of the State of Delaware. It is
possible that the applicable law could change the degree to which
indemnification is expressly permitted. The indemnification
agreement covers expenses (including attorneys fees), judgments,
fines and amounts paid in settlement incurred as a result of the
fact that Ms.Helms, in her capacity as a director, is made,
threatened or reasonably expected to be made a party to any suit
or proceeding. The indemnification agreement also obligates the
Company to promptly advance all expenses incurred in connection
with any claim. Ms.Helms is, in turn, obligated to reimburse the
Company for all amounts so advanced if it is later determined
that Ms.Helms is not entitled to indemnification. The
indemnification provided under the indemnification agreement is
not exclusive of any other indemnity rights; however, double
payment to Ms.Helms is prohibited.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March27, 2017, the Board adopted amendments to Article I,
Section1.7 of the Companys Third Amended and Restated Bylaws (the
Bylaws) to provide for a majority vote standard for the election
of directors. In future uncontested elections of directors, each
director of the Company will be elected if the number of votes
cast for the directors election exceeds the number of votes cast
against the directors election. Under previous Bylaw provisions,
directors were elected by a plurality of votes cast. In all
director elections other than uncontested elections, directors
will continue to be elected by a plurality of votes cast.
The Bylaws as amended became effective immediately upon their
adoption by the Board. A copy of the Bylaws as amended is
attached as Exhibit 3.1 to this Current Report on Form 8-K.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description of Exhibit |
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| 3.1 | Third Amended and Restated Bylaws of Concho Resources Inc. | |
| 10.1 |
Form of Director and Officer Indemnification Agreement between Concho Resources Inc. and Ms.Helms. |
About Concho Resources Inc. (NYSE:CXO)
Concho Resources Inc. is an independent oil and natural gas company engaged in the acquisition, development and exploration of oil and natural gas properties. The Company’s operations are focused in the Permian Basin of Southeast New Mexico and West Texas, an onshore oil and natural gas basin in the United States. Its three core operating areas include New Mexico Shelf, where it targets the Yeso formation with horizontal drilling; Delaware Basin, where it uses horizontal drilling and technology to target the Bone Spring formation and the Wolfcamp shale formation, and Midland Basin, where it targets the Wolfcamp and Spraberry formations with horizontal drilling. The Company has reserves of approximately 623.5 million barrels of oil equivalent (MMBoe) that are located in its core operating areas. The Company’s core operations are focused in the Permian Basin, which underlies an area of Southeast New Mexico and West Texas approximately 250 miles wide and 300 miles long. Concho Resources Inc. (NYSE:CXO) Recent Trading Information
Concho Resources Inc. (NYSE:CXO) closed its last trading session up +2.42 at 127.62 with 982,459 shares trading hands.
