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. |
(b) Resignation of Officer. Concho Resources Inc. (the
Company)held its 2017 Annual Meeting of
Stockholders (the Annual Meeting) on
May17, 2017. Following the Annual Meeting, the Board of Directors
(the Board) of the Company held a
special meeting.
At the Boards May17, 2017 meeting, E. Joseph Wright notified the
Board of his intention to retire from his position as Executive
Vice President and Chief Operating Officer of the Company in
January 2019. The Company has planned for the transition of
Mr.Wrights duties and responsibilities and has announced that C.
William Giraud will succeed Mr.Wright as Chief Operating Officer
upon Mr.Wrights retirement.
(c) Appointment of Officer. Also at the May17, 2017
meeting, the Board promoted Jack F. Harper to the role of
President of the Company. Mr.Harper will also continue to serve
as the Companys Chief Financial Officer.
Mr. Harper has no familial relationships with any director or
other executive officer of the Company. There are no arrangements
or understandings between Mr. Harper and any other persons to
which Mr. Harper was appointed as President and Chief Financial
Officer. For additional information about Mr. Harper, including
biographical information and information regarding related party
transactions, please refer to the Companys Proxy Statement filed
with the Securities and Exchange Commission on April 5, 2017
(File No. 001-33615), which information is incorporated herein by
reference.
(d) Election of Director. At the Boards May17, 2017
meeting, the Board increased the size of the Board from nine
directors to ten directors. The Board also appointed Mr.Wright as
a director to fill the vacancy resulting from the expansion of
the Companys Board from nine directors to ten directors.
Mr.Wright will serve as a ClassII director and his term on the
Board will expire at the Companys annual meeting of stockholders
in 2018 or until his earlier resignation or removal.
There are no understandings or arrangements between Mr.Wright and
any other person to which Mr.Wright was elected to serve as a
director of the Company. There are no relationships between
Mr.Wright and the Company or any of its subsidiaries that would
require disclosure to Item404(a) of Regulation S-K. As an
employee director, Mr.Wright will receive compensation in
accordance with the Companys policies for compensating employee
directors.
(e) Retirement Agreement. In connection with Mr.Wrights
anticipated retirement as described above, the Company entered
into a Retirement Agreement (the Retirement
Agreement) with Mr.Wright on May17, 2017, which
agreement was approved by the Compensation Committee of the
Board. The Retirement Agreement effectively amends Mr.Wrights
existing Employment Agreement with the Company dated December19,
2008 that was filed on such date as Exhibit 10.3 to the Companys
Current Report on Form 8-K, as amended by First Amendment to
Employment Agreement, the form of which was filed as Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q filed on May6, 2011
(such Employment Agreement, as amended, the
Employment Agreement).
to the Retirement Agreement, any automatic extension of the term
of the Employment Agreement that would otherwise occur on
January1, 2019 will be for a period beginning on such date and
ending on January5, 2019, which is the expected date of
Mr.Wrights retirement, subject to the potential deferment of
Mr.Wrights retirement date for up to six months under certain
circumstances (January 5, 2019 or the deferred retirement date,
as applicable, the Retirement Date).
The Retirement Agreement provides that Mr.Wright will be eligible
to receive an annual bonus for 2018 in the amount of $600,000
(the 2018 Bonus), and such bonus will
be paid on or before January5, 2019 provided that Mr.Wright
remains continuously employed by the Company until such date. In
the event that certain change of control transactions, as
outlined in the Retirement Agreement, occur prior to Mr.Wrights
retirement date, Mr.Wright may be eligible for a special bonus
(the Special Bonus)in the form
of a lump sum cash payment in the amount of (x)two times
Mr.Wrights annualized base salary as in effect immediately prior
to the Retirement Date, (y)the annual cash performance bonus, if
any, paid to him with respect to the 2017 calendar year, and (z)
$600,000.
The Retirement Agreement also provides that certain long-term
incentive awards under the Companys 2015 Stock Incentive Plan
will be made to Mr.Wright during the first four days of January,
2018 provided that he is employed by the Company on the date of
grant. Specifically, Mr.Wright would receive a restricted stock
award (the 2018 RSA) with a value on
the date of grant equal to $1,700,000, a one-year of service
vesting requirement, and otherwise the same terms and conditions
as the restricted stock awards made to similarly situated
executives on or about the date of grant. Mr.Wright would also
receive an award of performance units (the 2018
PSU) with the same grant date value as the 2018 RSA
and the same terms and conditions as performance unit awards made
to similarly situated executives on or about the date of grant,
except that Mr.Wright would not forfeit the 2018 PSU if he
retires on the Retirement Date as described below. The 2018 RSA
and the 2018 PSU will be the only long-term incentive awards
Mr.Wright receives after May17, 2017 for his service as an
officer of the Company.
Upon Mr.Wrights retirement on the Retirement Date, the Retirement
Agreement provides that the Company will provide him with the
following benefits (the Retirement
Benefits): (i) his unvested shares of restricted
stock granted to him by the Company will fully vest on the
Retirement Date; (ii)his unvested performance units will not be
forfeited and will become payable based on the satisfaction of
certain conditions and (iii)he will be reimbursed by the Company
for (or the Company may directly pay) the premiums associated
with the continuation coverage he may elect for up to 18 months
following his retirement under the Companys group health plans.
A copy of the Retirement Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The above
description of the Retirement Agreement is a summary and is
qualified in its entirety by reference to the complete text of
the Retirement Agreement.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Companys stockholders were requested
to (i)elect three ClassI directors to serve on the Companys Board
of Directors for a term of office expiring at the Companys 2020
Annual Meeting of Stockholders, (ii)ratify the Audit Committee of
the Board of Directors selection of Grant Thornton LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017, (iii) approve, on an
advisory basis, the compensation of the Companys named executive
officers and (iv)approve, on an advisory basis, the frequency of
the stockholder vote on the compensation of the Companys named
executive officers. Each of these items is more fully described
in the Companys definitive proxy statement, which was filed with
the Securities and Exchange Commission on April5, 2017.
At the close of business on March20, 2017, the record date for
the Annual Meeting, there were 148,170,944 shares of the Companys
common stock issued, outstanding and entitled to vote at the
Annual Meeting. The results of the matters voted upon at the
Annual Meeting are as follows:
Proposal No.1 Election of ClassI Directors:
The election of each ClassI director was approved as follows:
|
Nominee |
For | Against | Abstain | BrokerNon-Votes | ||||||||||||
|
Timothy A. Leach |
125,738,829 | 1,027,980 | 405,760 | 3,465,982 | ||||||||||||
|
William H. Easter III |
125,988,416 | 1,029,651 | 154,502 | 3,465,982 | ||||||||||||
|
John P. Surma |
126,593,286 | 424,846 | 154,437 | 3,465,982 |
Proposal No.2 Ratification of the Selection of Grant
Thornton LLP: The ratification of the selection of Grant
Thornton LLP was approved as follows:
| For | Against | Abstain | ||||||||
| 130,017,068 | 464,661 | 156,822 |
Proposal No.3 Approval, on an Advisory Basis, of the
Compensation of the Companys Named Executive Officers: The
compensation of the Companys named executive officers was
approved on an advisory basis as follows:
| For | Against | Abstain | BrokerNon-Votes | |||||||||||
| 125,450,986 | 1,318,519 | 403,064 | 3,465,982 |
Proposal No.4 Approval, on an Advisory Basis, of the
Frequency of the Stockholder Vote on the Compensation of the
Companys Named Executive Officers: The holding of the
advisory vote on the compensation of the Companys named executed
officers every year was approved on an advisory basis as follows:
| OneYear | TwoYears | ThreeYears | Abstain | BrokerNon-Votes | ||||||||||||||
| 116,038,147 | 18,285 | 10,834,735 | 281,402 | 3,465,982 |
The Company has determined that it will hold an advisory vote on
the compensation of its named executive officers every year,
until the next stockholder advisory vote on the frequency of the
advisory vote on the compensation of the Companys named executive
officers.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 10.1 |
Retirement Agreement, dated May17, 2017, by and between Concho Resources Inc. and E. Joseph Wright. |
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 down -2.35 at 130.12 with 1,598,123 shares trading hands.