Jones Energy,Inc. (NYSE:JONE) 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 with Certain Officers.
Departure and Appointment of Directors
On February5, 2018, Robb L. Voyles, a member of the board of directors (the “Board”) of Jones Energy,Inc. (the “Company”), Chairman of the Nominating and Corporate Governance Committee thereof and a member of the Compensation and Audit Committees thereof, notified the Company of his resignation from the Board and each of the Nominating and Corporate Governance, Compensation and Audit Committees thereof, effective immediately. Mr.Voyles’ resignation from the Board did not result from any disagreement with the Company.
Also on February5, 2018, the remaining members of the Board voted unanimously to increase the size of the Board from five members to seven members and, based on the nomination made by the Nominating and Corporate Governance Committee of the Board, appointed Paul B. Loyd,Jr., John V. Lovoi and Scott McCarty to fill the vacancies created by Mr.Voyles’ resignation and the increased size of the Board. Messrs.Loyd, Lovoi and McCarty are independent directors. Mr.Loyd will serve as a member of the Audit Committee of the Board. Mr.Lovoi will serve as the Chairman of the Nominating and Corporate Governance Committee of the Board a member of the Compensation Committee of the Board. Mr.McCarty will serve as a member of the Nominating and Corporate Governance Committee of the Board. In connection with the foregoing committee appointments, Halbert S. Washburn will be stepping off of the Nominating and Corporate Governance Committee.
Mr. McCarty is joining the board in connection with an agreement entered into between Q Investments and the Company to which Q Investments has agreed not to nominate a director for the 2018 annual meeting. Except as previously disclosed in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March31, 2017, none of Messrs.Loyd, Lovoi or McCarty has any relationship that is required to be disclosed to Item 404(a)of Regulation S-K.
The Company entered into indemnification agreements with each of Messrs.Lloyd, Lovoi and McCarty, effective as of February5, 2018, to which the Company agreed to indemnify each of Messrs.Loyd, Lovoi and McCarty for certain claims and liabilities arising from their respective actions as a member of the Board.
A copy of the press release announcing the resignation of Mr.Voyles and the appointment of Messrs.Loyd, Lovoi and McCarty is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated into this Item 5.02 by reference.
Amendment of Performance Unit and Performance Share Unit Awards
On February5, 2018, the Compensation Committee of the Board approved the amendment of outstanding performance unit and performance share unit awards (the “Awards”) previously granted to Jonny Jones (Chief Executive Officer), Mike S. McConnell (President), Robert J. Brooks (Executive Vice President and Chief Financial Officer), Jeffrey A. Tanner