HighPoint Resources Corporation (NYSE: HPR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
The information set forth in Item 1.01 is incorporated by reference herein to the extent required.
Item 1.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2018, the Board of Directors (the “Board”) of HighPoint Resources Corporation (the “Company”) appointed Lori A. Lancaster to serve as a director of the Company, effective immediately. Ms. Lancaster has been appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee.
Ms. Lancaster is a former Managing Director of the Global Energy Group at UBS Securities. Prior to UBS, she was a Managing Director in the Global Natural Resources groups at Goldman, Sachs & Co. and Nomura Securities. During Ms. Lancaster's 18-year tenure in investment banking, she led or was a key member of the execution team on more than $60 billion of announced energy M&A deals, and led the structuring and execution of numerous capital market transactions.
Ms.Lancaster earned a bachelor’s degree from Texas Christian University and a Master of Business Administration degree from the University of Chicago’s Booth School of Business. She also previously served as an independent director on Energen Corporation’s Board of Directors.
Ms. Lancaster will participate in the Company’s standard non-employee director compensation arrangements to which non-employee directors receive an annual cash retainer of $65,000 and an annual restricted stock unit grant with an estimated value of $125,000. In addition, Ms. Lancaster will enter into the Company’s standard indemnification agreement, a form of which was included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed with the Securities and Exchange Commission on May 8, 2018.
There is no arrangement or understanding to which Ms. Lancaster was appointed as a director. Ms. Lancaster has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Immediately prior to the effectiveness of Ms. Lancaster’s appointment, the Company entered into a waiver of that certain Stockholders Agreement, dated as of March 19, 2018, by and among the Company, Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P., to which each party agreed to an increase in the size of the Board so as to permit Ms. Lancaster’s appointment. A copy of the waiver is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.01Regulation FD Disclosure.
On December 6, 2018, the Company issued a press release relating to the matters described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 1.01.Financial Statements and Exhibits
(d)Exhibits
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Exhibit Number |
Description of Exhibit |
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10.1 |
Waiver to Stockholders Agreement, dated as of December 4, 2018, by and among HighPoint Resources Corporation, Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P. |
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99.1 |
Press Release, dated December 6, 2018. |
HighPoint Resources Corp ExhibitEX-10.1 2 hprstockholdersagreementwa.htm EXHIBIT 10.1 Exhibit WAIVER TO STOCKHOLDERS AGREEMENTThis waiver (the “Waiver”) is entered into effective as of December 4,…To view the full exhibit click here
