PENN VIRGINIA CORPORATION (NASDAQ:PVAC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01.
On March 6, 2018, Marc McCarthy, a member of the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”), tendered notice of his resignation from the Board, effective immediately. The resignation did not result from any disagreement with the Company.
Mr. McCarthy’s resignation from the Board has also created a vacancy on the Audit Committee of the Board. As a result, the Audit Committee currently does not have at least three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A).
On March 7, 2018, the Company notified Nasdaq of Mr. McCarthy’s resignation and the resulting non-compliance with Nasdaq Rule 5605(c)(2)(A). Nasdaq responded on March 8, 2018, with a notification letter confirming that the Company is currently out of compliance with Nasdaq audit committee requirements and advising that, to Nasdaq Listing Rule 5605(c)(4), the Company will have until September 3, 2018 to cure the deficiency caused by Mr. McCarthy’s departure. The Company intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) by appointing a new member of the Audit Committee within the applicable cure period.
| Item 3.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The foregoing discussion of Mr. McCarthy’s resignation from the Board is incorporated herein by reference.
| Item 3.01. | Regulation FD. |
On March7, 2018, the Company issued a press release announcing the matters described above in Item 3.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and 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 shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 3.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description |
| 99.1 | Press Release issued March7, 2018. |
PENN VIRGINIA CORP ExhibitEX-99.1 2 d535451dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Penn Virginia Announces Resignation of Director HOUSTON,…To view the full exhibit click here