STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Compensation Arrangements
In connection with the appointment of Messrs. Neal P. Goldman,
John B. Juneau, David I. Rainey, Charles M. Sledge, James M.
Trimble and David N. Weinstein to the Board of Directors (the
Board) of Stone Energy Corporation (the Company), on March1,
2017, the Board approved the following compensation arrangements
for the non-employee directors of the Company:
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annual cash retainers of $50,000 for each of the non-employee directors of the Company; |
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an annual cash fee of $15,000 for the Chairman of the Audit Committee; and |
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annual grants of restricted stock units under the Stone Energy Corporation 2017 Long-Term Incentive Plan (the Incentive Plan) with grant date values of $150,000 for each non-employee director other than the Chairman of the Board and $200,000 for the Chairman of the Board. |
The annual cash retainers and annual cash fee are payable in
advance on a quarterly basis. Each of the annual restricted stock
unit awards will be granted on the date of the annual meeting of
stockholders each year and will vest in full on the date prior to
the annual meeting of stockholders in the year following the
grant and will be subject to: (i)the directors continued service
on the Board through the vesting date, (ii)earlier vesting upon
the occurrence of a change of control event or the termination of
the directors service due to death or removal from the Board
without cause, and (iii)such other terms as set forth in the
award agreements. Upon vesting, the restricted stock units will
be settled partly in shares of the Companys common stock and
partly in cash to provide each director with funds to pay any
income taxes due upon settlement (based on the highest federal
tax rate).
Annual Grant of Restricted Stock Units
In accordance with the director compensation arrangements
approved by the Board, on March1, 2017, the Board approved the
initial annual grant of restricted stock units to the
non-employee directors, which were adjusted to grant date values
of $182,100 for the non-employee directors other than the
Chairman of the Board and $242,800 for the Chairman of the Board
to reflect the extended service period commencing on March1, 2017
until the annual meeting of stockholders in May 2018.
Accordingly, on March1, 2017, Messrs. Juneau, Rainey, Sledge,
Trimble and Weinstein were awarded 9,811 restricted stock units
and Mr.Goldman was awarded 13,082 restricted stock units under
the Incentive Plan to a Director Restricted Stock Unit Agreement.
Under the Director Restricted Stock Unit Agreement, each of the
restricted stock units are scheduled to vest in full on the day
prior to the annual meeting of the Companys stockholders in May
2018, subject to: (i)the directors continued service on the Board
through the vesting date, and (ii)earlier vesting upon the
occurrence of a change of control event or the termination of the
directors service due to death or removal from the Board without
cause.
Deferred Compensation Plan
On March1, 2017, the Board also approved the Stone Energy
Corporation Directors Deferred Compensation Plan (DCP) under
which the non-employee directors of the Company will be given the
opportunity to elect to defer receipt (and taxation) of vested
restricted stock units until either (i)the third anniversary of
the vesting date, or (ii)the directors separation from service on
the Board. If deferral is elected, the payment of the deferred
amounts is automatically accelerated upon a directors death or
separation from service on the Board, or upon the occurrence of a
change of control event.
The descriptions of the form of Director Restricted Stock Unit
Agreement and the DCP are not complete and are qualified in their
entirety by reference to the full text of the complete
agreements, which are attached as Exhibit 10.1 and Exhibit10.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein to Item 5.02 by reference.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit No. |
Description |
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| 10.1 | Form of Director Restricted Stock Unit Agreement | |
| 10.2 |
Stone Energy Corporation Directors Deferred Compensation Plan dated effective as of March1, 2017 |
About STONE ENERGY CORPORATION (NYSE:SGY)
Stone Energy Corporation is an independent oil and natural gas company. The Company is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company operates in the Gulf of Mexico (GOM) basin. It has leveraged its operations in the GOM conventional shelf and has its reserve base in the prolific basins of the GOM deep water, Gulf Coast deep gas, and the Marcellus and Utica shales in Appalachia. Its estimated proved oil and natural gas reserves are over 60 million barrels of oil equivalents (MMBoe) or 340 billion cubic feet equivalent (Bcfe). Over 95 MMBoe or 570 Bcfe of its estimated proved reserves are revised downward. It has made investments in seismic data and leasehold interests, and has geological, geophysical, engineering and operational operations in deep water arena to evaluate potential exploration, development and acquisition opportunities. It holds over two deep water platforms, producing reserves and various leases. STONE ENERGY CORPORATION (NYSE:SGY) Recent Trading Information
STONE ENERGY CORPORATION (NYSE:SGY) closed its last trading session down -2.02 at 22.30 with 965,775 shares trading hands.
