RICE ENERGY INC. (NYSE:RICE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On April4, 2017, in connection with the appointment of
Dr.KathrynJ. Jackson to the board of directors (the Board) of
Rice Energy Inc. (the Company), as described below under Item
5.02, the Company entered into an Indemnification Agreement (the
Indemnification Agreement) with Dr.Jackson. The Indemnification
Agreement requires the Company to indemnify Dr.Jackson to the
fullest extent permitted under Delaware law against liability
that may arise by reason of her service to the Company 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
in this Item 1.01 by reference.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On April4, 2017, Dr.Jackson was appointed as a director of the
Board, effective immediately. Dr.Jackson will serve as a ClassII
director, and she will stand for reelection at the Companys
annual meeting of stockholders in 2019. Dr.Jackson was appointed
to serve on the Boards nominating and governance committee and
compensation committee.
The Board has determined that Dr.Jackson is an independent
director under Sections 303A.02 and 303A.07 of the New York Stock
Exchange Listed Company Manual and under Rule 10A-3 of the
Securities Exchange Act of 1934.
There are no arrangements or understandings between Dr.Jackson
and any other persons to which Dr.Jackson was selected as a
director. There are no relationships between Dr.Jackson and the
Company or any of its subsidiaries that would require disclosure
to Item 404(a) of Regulation S-K.
As a non-employee director, Dr.Jackson will receive compensation
in accordance with the Companys policies for compensating
non-employee directors, including any long-term equity incentive
awards under the Companys Long-Term Incentive Plan.
As described in Item1.01 hereto, in connection with her
appointment to the Board, the Company entered into an
Indemnification Agreement with Dr.Jackson. The description of the
Indemnification Agreement provided under Item1.01 is incorporated
in this Item5.02 by reference.
Departure of Director
On April4, 2017, the Board accepted the resignation of Scott A.
Gieselman, effective immediately. Mr.Gieselman expressed no
disagreement with the Company on any matter relating to the
Companys operations, policies or practices.
| Item7.01 | Regulation FD Disclosure. |
On April6, 2017, the Company issued a press release announcing
Dr.Jacksons appointment to the Board and Mr.Gieselmans
resignation from the Board. A copy of the press release is
attached hereto as Exhibit 99.1. The information furnished to
this Item 7.01, including Exhibit 99.1, shall not be deemed to be
filed for the purposes of Section18 of the Securities Exchange
Act of 1934 (the Securities Act) and will not be incorporated by
reference into any filing under the Securities Act unless
specifically identified therein as being incorporated therein by
reference.
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| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 | Indemnification Agreement (Kathryn J. Jackson). | |
| 99.1 | Press Release dated April6, 2017. |
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About RICE ENERGY INC. (NYSE:RICE)
Rice Energy Inc. (Rice Energy) is an independent natural gas and oil company. The Company is engaged in the acquisition, exploration and development of natural gas, oil and natural gas liquids (NGL) properties in the Appalachian Basin. The Company conducts its operations through two segments: Exploration and Production, and Midstream. The Exploration and Production segment is engaged in the acquisition, exploration and development of natural gas, oil and NGLs. The Exploration and Production segment operates in the cores of the Marcellus and Utica Shales. The Company controls approximately 231,000 net acres in the Marcellus and Ohio Utica Shale cores. It operates approximately 1,164 drilling locations. The Midstream segment is engaged in the gathering and compression of natural gas, oil and NGL production of, and in the provision of water services to support the well completion activities of, Rice Energy and third parties. RICE ENERGY INC. (NYSE:RICE) Recent Trading Information
RICE ENERGY INC. (NYSE:RICE) closed its last trading session up +0.30 at 23.51 with 4,538,367 shares trading hands.
