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EXTRACTION OILINC. (NASDAQ:XOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

EXTRACTION OILINC. (NASDAQ:XOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Appointment of Directors

(d) The Board of Directors (the Board) of Extraction Oil Gas,
Inc., a Delaware corporation (the Company) appointed Donald L.
Evans and Wayne W. Murdy as members of the Board, effective
December 15, 2016.

Messrs. Evans and Murdy will each receive 125,000 restricted
stock units (RSUs) under the Extraction Oil Gas, Inc. 2016
Long-Term Incentive Plan in connection with their respective
appointments to the Board. The RSUs will vest in full after one
year of continuous service as a director. Upon vesting, each RSU
will entitle the holder to receive one share of the common stock,
par value $0.01, of the Company. The foregoing description of the
RSU awards is not complete and is qualified in its entirety by
reference to the full text of the form of Restricted Stock Unit
Agreement (for Directors), which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated into this Item 5.02
by reference.

A fulsome description of the other compensation Messrs. Evans and
Murdy will receive following their appointment to the Board is
contained in the section of the prospectus, dated October 11,
2016 (the Prospectus) entitled Executive Compensation, filed by
the Company with the Securities and Exchange Commission (the
Commission) on October 13, 2016, to Rule 424(b) under the
Securities Act of 1933, as amended.

In connection with the appointment of Messrs. Evans and Murdy to
the Board, the Company has entered into Indemnification
Agreements (the Indemnification Agreements) with each of Messrs.
Evans and Murdy. These Indemnification Agreements require the
Company to indemnify these individuals to the fullest extent
permitted under Delaware law against liability that may arise by
reason of their service to the Company, and to advance certain
expenses incurred as a result of any proceeding against them as
to which they could be indemnified.

The foregoing description of the Indemnification Agreements is
not complete and is qualified in its entirety by reference to the
full text of the Indemnification Agreements, which are attached
as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.

There are no arrangements or understandings between either
Messrs. Evans or Murdy and any other person to which he was
selected as a director. Neither Messrs. Evans nor Murdy has any
family relationship with any director or executive officer of the
Company or any person nominated or chosen by the Company to
become a director or executive officer. There are no transactions
in which either Messrs. Evans or Murdy has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

Following his appointment to the Board, Mr. Murdy is expected to
serve as Chairman of the Boards Audit Committee. No committee
assignment has yet been made for Mr. Evans.

Item7.01Regulation FD Disclosure

On December 15, 2016, the Company announced the appointments of
Messrs. Evans and Murdy to the Board. A copy of the press release
is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report, including
the exhibit attached hereto as Exhibit 99.1, is being furnished
and shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in
Item 7.01 of this Current Report shall not be incorporated by
reference into any registration statement or other document to
the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing.

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Item9.01Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNo.

Description

10.1

Form of Restricted Stock Unit Award Agreement (for
Directors) (incorporated by reference to Exhibit 4.6 to
the Companys Registration Statement on Form S-8 (File
No. 333-214089) filed with the Commission onOctober 13,
2016).

10.2

Indemnification Agreement (Donald L. Evans)

10.3

Indemnification Agreement (Wayne W. Murdy)

99.1

Press Release, dated December 15, 2016.

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About EXTRACTION OIL & GAS, INC. (NASDAQ:XOG)
Extraction Oil & Gas, Inc., formerly Extraction Oil & Gas, LLC, is an energy company. It is focused on the acquisition, development and production of oil, natural gas and natural gas liquids (NGL) reserves in the Rocky Mountains, primarily in the Wattenberg Field of the Denver-Julesburg Basin (the DJ Basin) of Colorado. It focuses on the development of the Codell and Niobrara formations. It offers its exploration and production processes in various steps, such as seismic, site preparation, drilling the well, completing the well, monitoring the well and reclaiming the site. The Company utilizes sound walls to mute or redirect noise caused by its operations. The Company uses an electric rig to manage its drilling operations. It uses vapor recovery units to capture emissions from storage facilities. It uses lease automatic custody transfer (LACT) units to collect oil from tanks in a closed-loop system that manages air emissions associated with the oil gathering and transportation process. EXTRACTION OIL & GAS, INC. (NASDAQ:XOG) Recent Trading Information
EXTRACTION OIL & GAS, INC. (NASDAQ:XOG) closed its last trading session down -0.13 at 20.16 with 778,615 shares trading hands.

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