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 of Certain Officers.
On November6, 2018, the Board of Directors (the “Board”) of Jones Energy,Inc. (the “Company”) increased the size of the Board from seven members to eight members and appointed two new directors: Tara W. Lewis and L. Spencer Wells.
Ms.Lewis will serve as a ClassII director, to serve until the 2021 annual meeting of stockholders or until her earlier resignation, retirement or other termination of service. Ms.Lewis will serve on the Audit and Compensation Committees of the Company’s Board. The Board has determined that Ms.Lewis is an independent director in accordance with applicable rulesof the Securities and Exchange Commission and the New York Stock Exchange (the “NYSE”).
Mr.Wells will serve as a ClassI director, to serve until the 2020 annual meeting of stockholders or until his earlier resignation, retirement or other termination of service. Mr.Wells will serve on the Nominating and Corporate Governance Committee of the Company’s Board. The Board has determined that Mr.Wells is an independent director in accordance with the applicable rulesof the NYSE.
The Company will enter into indemnification agreements with each of Ms.Lewis and Mr.Wells, effective as of November6, 2018, to which the Company agrees to indemnify each of Ms.Lewis and Mr.Wells for certain claims and liabilities from their respective actions as a member of the Board.
Item 7.01. Regulation FD Disclosure.
On November6, 2018, the Company issued a press release announcing the appointment of Mr.Wells and Ms.Lewis to the Board as discussed above. A copy of the press release is furnished as Exhibit99.1 hereto and is incorporated by reference herein.
The information disclosed in Item 7.01, including Exhibit99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01. Finance Statements and Exhibits.
(d) Exhibits
ExhibitNo. |
Description |
99.1 |
News release dated November6, 2018. |