CONTINENTAL RESOURCES, INC. (NYSE:CLR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May17, 2018, the Board of Directors (the “Board”) of Continental Resources, Inc. (the “Company”) elected Shelly Lambertz, to the Board as a ClassII director, effective immediately following the 2018 Annual Meeting of Shareholders (the “Annual Meeting”). Ms.Lambertz replaces James L. Gallogly, a ClassII director, who submitted his resignation from the Board, effective as of the end of the Annual Meeting, in connection with his appointment as president designate of the University of Oklahoma. Ms.Lambertz will serve the remainder of Mr.Gallogly’s original term, which would have continued until the 2020 Annual Meeting of Shareholders.
Ms.Lambertz was also appointed to serve on the Nominating/Corporate Governance Committee. Mr.Berry was appointed to serve on the Audit Committee as Mr.Gallogly’s replacement. No director was appointed to replace Mr.Gallogly on the Compensation Committee.
Ms.Lambertz is the daughter of Harold G. Hamm, the Company’s founder, Chairman and Chief Executive Officer. Ms.Lambertz was appointed in consideration of her family’s majority ownership of the Company and her other professional experience.
Ms.Lambertz will participate in the non-employee director compensation program described under the heading “Non-Employee Director Compensation” in the proxy statement for the Annual Meeting filed by the Company with the Securities and Exchange Commission on April5, 2018 (the “Proxy Statement”). Assuming the committee assignment described above, on an annualized basis, Ms.Lambertz will receive cash fees of $71,265. She will also receive an initial grant of 12,549 shares of restricted stock, vesting in equal increments of 4,183 shares on each of May15, 2019, May15, 2020 and May15, 2021. The current targeted grant value for annual non-employee director restricted stock grants is $240,000.
Ms.Lambertz could benefit from a registration rights agreement entered into in connection with the closing of our initial public offering in May 2007, between the Company, the Harold G. Hamm Trust (the “Hamm Revocable Trust”) and two irrevocable trusts established for the benefit of Mr.Hamm’s children. Under this agreement, we granted to the trusts described above certain demand and “piggyback” registration rights. The Hamm Revocable Trust and the two irrevocable trusts identified above transferred the securities subject to this registration rights agreement to the Harold Hamm Family LLC (the “Family LLC”) in September 2015 (the “September Transfer”). As a result, the rights of the Hamm Revocable Trust and the two irrevocable trusts under this registration rights agreement may be assigned to the Family LLC at the direction of these entities. Under the registration rights agreement, each holder of securities covered by the registration rights agreement has the one time right to require us to file a registration statement for the public sale of all or part of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) owned by it at any time if at least six months have passed since the last demand registration statement. In connection with a demand by any such holder, the non-demanding parties have the right to participate in such registration process. However, in the event securities are to be sold in an underwritten offering to such demand registration statement and the managing underwriter thereof advises the participants the amount of securities to be offered thereby should be limited, such limitation shall be satisfied first from the securities allocated to participants other than the demanding party.
If we sell any shares of our Common Stock in a registered underwritten offering, each holder of securities covered by the registration rights agreement has the right to include its shares in that offering. The underwriters of any such offering have the right to limit the number of shares to be included in such sale. We will pay all expenses relating to any demand or piggyback registration, except for underwriters’ or brokers’ commissions or discounts. The securities covered by the registration rights agreement will no longer be registrable under the registration rights agreement if they have been sold to the public either to a registration statement or under Rule 144 promulgated under the Securities Act of 1933, as amended.
The Company has also engaged in certain other transactions with Harold G. Hamm and with other members of Ms.Lambertz’s family that are disclosed in the Proxy Statement, under the heading “Certain Relationships and Related Party Transactions.”
About CONTINENTAL RESOURCES, INC. (NYSE:CLR)
Continental Resources, Inc. is an independent crude oil and natural gas exploration and production company with properties in the North, South and East regions of the United States. The North region consists of properties north of Kansas and west of the Mississippi River and includes North Dakota Bakken, Montana Bakken and the Red River units. The South region includes Kansas and all properties south of Kansas and west of the Mississippi River, including various plays in the South Central Oklahoma Oil Province (SCOOP), Sooner Trend Anadarko Canadian Kingfisher (STACK), Northwest Cana and Arkoma Woodford areas of Oklahoma. The Company’s estimated proved reserves are approximately 1,230 million barrels of crude oil equivalent (MMBoe) with estimated proved developed reserves of over 520 MMBoe. The East region includes undeveloped leasehold acreage east of the Mississippi River. The Company’s crude oil production is sold to crude oil refining companies at market centers.