PARSLEY ENERGY, INC. (NYSE:PE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On August1, 2017, the Board of Directors (the “Board”) of Parsley Energy, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, appointed Karen Hughes to the Board as a Class III director, with a term expiring at the 2020 annual meeting of stockholders, and until she is either re-elected or her successor is elected and qualified. Also effective August1, 2017, Ms.Hughes was appointed to serve on the Board’s Compensation Committee and Nominating and Governance Committee. The Board determined that Ms.Hughes meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between the Company and Ms.Hughes that would require disclosure under Item404(a) of Regulation S-K.
In connection with her appointment, the Company and Ms.Hughes entered into an indemnification agreement which requires the Company to indemnify her to the fullest extent permitted under Delaware law against liability that may arise by reason of her service as a director, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified. The foregoing description of the indemnification agreement is not complete and is qualified in its entirety by reference to the full text of the indemnification agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Ms.Hughes will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation are described further in the Company’s annual proxy statement that was filed with the Securities and Exchange Commission on April18, 2017; provided, however, that the director compensation program was amended by the Board, effective June2, 2017, in pertinent part, to (i) increase the annual cash retainer from $75,000 to $90,000 and (ii) eliminate the payment of per meeting fees. Any compensation paid to Ms.Hughes in 2017 will be prorated from the date of her appointment.
| Item 5.02. | Regulation FD Disclosure. |
A copy of the Company’s news release announcing the appointment of Ms.Hughes to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 5.02 (including the exhibit) shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 5.02. | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 10.1† | Indemnification Agreement, dated as of August 1, 2017, by and between the Company and Karen Hughes. |
| 99.1 | News Release, dated August 3, 2017, titled “Parsley Energy Announces Appointment of Karen Hughes to its Board of Directors.” |
| † | Compensatory plan or arrangement |
2
Parsley Energy, Inc. ExhibitEX-10.1 2 d435409dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (Agreement) is made as of August 1,…To view the full exhibit click here
About PARSLEY ENERGY, INC. (NYSE:PE)
Parsley Energy, Inc. is an independent oil and natural gas company. The Company is focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and comprises over three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. The Company’s properties are primarily located in the Midland and Delaware Basins and its activities have been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. The Company’s vertical wells in the Permian Basin are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. The Company splits its assets into over four areas, including the Midland Basin-Core, Midland Basin-Tier I, Midland Basin-Other and Southern Delaware Basin.