Swift Energy Company (OTCMKTS:SWTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On March 17, 2017, the board of directors (the Board) of Swift
Energy Company (the Company) announced the appointment of G.
Gleeson Van Riet as the Companys Executive Vice President and
Chief Financial Officer, effective as of March 20, 2017 (the
Effective Date). Upon the Effective Date, the Companys current
Chief Financial Officer, Alton D. Heckaman, ceased to serve as
Chief Financial Officer but will remain with the Company through
the first quarter of 2017 and thereafter will provide ongoing
consulting support to ensure a smooth transition.
Energy Company (the Company) announced the appointment of G.
Gleeson Van Riet as the Companys Executive Vice President and
Chief Financial Officer, effective as of March 20, 2017 (the
Effective Date). Upon the Effective Date, the Companys current
Chief Financial Officer, Alton D. Heckaman, ceased to serve as
Chief Financial Officer but will remain with the Company through
the first quarter of 2017 and thereafter will provide ongoing
consulting support to ensure a smooth transition.
Mr. Van Riet was previously the Chief Financial Officer of
Sanchez Energy Corporation, which he joined in April 2013. Mr.
Van Riet has over 20 years of finance experience and previously
worked as an investment banker with Credit Suisse and Donaldson,
Lufkin Jenrette. Mr. Van Riet received his dual Bachelor of Arts
and Bachelor of Science degrees from the University of
Pennsylvania and his Master of Business Administration from
Harvard Business School. Mr. Van Riet has no family relationships
with any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer
of the Company. Mr. Van Riet is not a party to any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
Sanchez Energy Corporation, which he joined in April 2013. Mr.
Van Riet has over 20 years of finance experience and previously
worked as an investment banker with Credit Suisse and Donaldson,
Lufkin Jenrette. Mr. Van Riet received his dual Bachelor of Arts
and Bachelor of Science degrees from the University of
Pennsylvania and his Master of Business Administration from
Harvard Business School. Mr. Van Riet has no family relationships
with any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer
of the Company. Mr. Van Riet is not a party to any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
In connection with Mr. Van Riets appointment, the Company and Mr.
Van Riet entered into an employment agreement, effective as of
the Effective Date (the Employment Agreement). The Employment
Agreement provides for an initial three-year term with automatic
renewals for an additional one-year period unless written notice
of non-renewal is provided by either party at least 60 days prior
to the expiration of the then-current initial term or renewal
term. Under the Employment Agreement, Mr. Van Riet is entitled to
receive an annualized base salary of $370,000 and eligible to
receive an annual discretionary bonus with a target value of not
less than 75% (and a maximum value of 150%) of Mr. Van Riets
annualized base salary. The Employment Agreement also provides
that, for each year in which he is employed by the Company
thereunder, Mr. Van Riet will be eligible to receive annual
equity awards with an aggregate target value of approximately 50%
of his annualized base salary on the date of grant under the
Companys equity incentive plan, with the terms of such awards
determined by the Board (or a committee thereof) in its sole
discretion. The Employment Agreement further provides that Mr.
Van Riet is eligible to participate in the Companys benefit plans
on the same terms as other senior executives of the Company.
Van Riet entered into an employment agreement, effective as of
the Effective Date (the Employment Agreement). The Employment
Agreement provides for an initial three-year term with automatic
renewals for an additional one-year period unless written notice
of non-renewal is provided by either party at least 60 days prior
to the expiration of the then-current initial term or renewal
term. Under the Employment Agreement, Mr. Van Riet is entitled to
receive an annualized base salary of $370,000 and eligible to
receive an annual discretionary bonus with a target value of not
less than 75% (and a maximum value of 150%) of Mr. Van Riets
annualized base salary. The Employment Agreement also provides
that, for each year in which he is employed by the Company
thereunder, Mr. Van Riet will be eligible to receive annual
equity awards with an aggregate target value of approximately 50%
of his annualized base salary on the date of grant under the
Companys equity incentive plan, with the terms of such awards
determined by the Board (or a committee thereof) in its sole
discretion. The Employment Agreement further provides that Mr.
Van Riet is eligible to participate in the Companys benefit plans
on the same terms as other senior executives of the Company.
As an inducement for Mr. Van Riet to serve as the Companys
Executive Vice President and Chief Financial Officer, as soon
as practicable following the Effective Date, Mr. Van Riet will
be granted:
Executive Vice President and Chief Financial Officer, as soon
as practicable following the Effective Date, Mr. Van Riet will
be granted:
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a one-time award of options to purchase up to 0.45% of
the outstanding shares of the Companys common stock on the date of grant, at an exercise price equal to the fair market value of its common stock on the date of grant, which will vest in three substantially equal installments on the third, fourth and fifth anniversaries of the grant date, provided that Mr. Van Riet remains employed by the Company through each applicable vesting date; and |
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a one-time award of an aggregate number of restricted
stock units equal to 0.30% of the outstanding shares of the Companys common stock on the date of grant, which will vest in three substantially equal installments on the third, fourth and fifth anniversary of the grant date provided that Mr. Van Riet remains employed by the Company through each applicable vesting date. |
to the Employment Agreement, if Mr. Van Riets employment is
terminated by us without Cause (as defined in the Employment
Agreement) or by Mr. Van Riet for Good Reason (as defined in
the Employment Agreement), subject to Mr. Van Riets continued
compliance with certain restrictive covenants contained in the
Employment Agreement (which are described in more detail below)
and execution (and non-revocation) of a release of all claims
in a form acceptable to the Company, Mr. Van Riet will receive
severance equal to one times (or one and one-half times if such
termination occurs within one year following a Change in
Control (as defined in the Employment Agreement)) the sum of
(a) his then-current annualized base salary and (b) the target
value of his annual bonus for such year of termination, paid in
substantially equal installments over 12 (or 18) months. Upon a
termination of Mr. Van Riets employment by the Company without
Cause, by Mr. Van Riet for Good Reason or due to death or
Disability (as defined in the Employment Agreement), all
outstanding unvested time-based equity awards held by Mr. Van
Riet will vest as to the portion of each award that would have
vested on or before the first anniversary of the termination
date (with options remaining exercisable for 60 days following
the date of such termination) and all outstanding unvested
performance-based equity awards held by Mr. Van Riet will vest
as to a pro-rata portion of each award, subject to the
satisfaction of the performance conditions applicable to such
awards and based on actual performance through such termination
date. Upon a termination of Mr. Van Riets employment by the
Company without Cause, by Mr. Van Riet for Good Reason or due
to Mr. Van Riets death or Disability, subject to Mr. Van Riets
timely and proper election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Mr. Van Riet will be entitled to receive a
monthly reimbursement amount equal to the difference between
the monthly amount Mr. Van Riet pays to effect COBRA
terminated by us without Cause (as defined in the Employment
Agreement) or by Mr. Van Riet for Good Reason (as defined in
the Employment Agreement), subject to Mr. Van Riets continued
compliance with certain restrictive covenants contained in the
Employment Agreement (which are described in more detail below)
and execution (and non-revocation) of a release of all claims
in a form acceptable to the Company, Mr. Van Riet will receive
severance equal to one times (or one and one-half times if such
termination occurs within one year following a Change in
Control (as defined in the Employment Agreement)) the sum of
(a) his then-current annualized base salary and (b) the target
value of his annual bonus for such year of termination, paid in
substantially equal installments over 12 (or 18) months. Upon a
termination of Mr. Van Riets employment by the Company without
Cause, by Mr. Van Riet for Good Reason or due to death or
Disability (as defined in the Employment Agreement), all
outstanding unvested time-based equity awards held by Mr. Van
Riet will vest as to the portion of each award that would have
vested on or before the first anniversary of the termination
date (with options remaining exercisable for 60 days following
the date of such termination) and all outstanding unvested
performance-based equity awards held by Mr. Van Riet will vest
as to a pro-rata portion of each award, subject to the
satisfaction of the performance conditions applicable to such
awards and based on actual performance through such termination
date. Upon a termination of Mr. Van Riets employment by the
Company without Cause, by Mr. Van Riet for Good Reason or due
to Mr. Van Riets death or Disability, subject to Mr. Van Riets
timely and proper election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Mr. Van Riet will be entitled to receive a
monthly reimbursement amount equal to the difference between
the monthly amount Mr. Van Riet pays to effect COBRA
continuation coverage and the monthly employee contribution
amount that active similarly situated employees of the
Company pay for the same or similar coverage until the
earlier of (x) the date Mr. Van Riet is no longer eligible to
receive COBRA continuation coverage, (y) the date on which
Mr. Van Riet becomes eligible to receive coverage under a
group health plan sponsored by another employer and (z) the
first anniversary of such termination date.
amount that active similarly situated employees of the
Company pay for the same or similar coverage until the
earlier of (x) the date Mr. Van Riet is no longer eligible to
receive COBRA continuation coverage, (y) the date on which
Mr. Van Riet becomes eligible to receive coverage under a
group health plan sponsored by another employer and (z) the
first anniversary of such termination date.
The Employment Agreement contains certain restrictive
covenants applicable to Mr. Van Riet, including
confidentiality, non-competition and non-solicitation
obligations. The non-competition obligation applies during
the term of employment and generally for a period of (i) 12
months post-termination if a Change in Control has not
occurred on or prior to Mr. Van Riets termination date, (ii)
18 months post-termination if a Change in Control has
occurred on or prior to Mr. Van Riets termination date or
(iii) 12 months post-termination if Mr. Van Riet does not
receive a severance payment under the Employment Agreement.
The non-solicitation obligation applies during the term of
employment and for a period of 24 months post-termination.
covenants applicable to Mr. Van Riet, including
confidentiality, non-competition and non-solicitation
obligations. The non-competition obligation applies during
the term of employment and generally for a period of (i) 12
months post-termination if a Change in Control has not
occurred on or prior to Mr. Van Riets termination date, (ii)
18 months post-termination if a Change in Control has
occurred on or prior to Mr. Van Riets termination date or
(iii) 12 months post-termination if Mr. Van Riet does not
receive a severance payment under the Employment Agreement.
The non-solicitation obligation applies during the term of
employment and for a period of 24 months post-termination.
The foregoing description of the Employment Agreement does
not purport to be complete and is qualified in its entirety
by reference to the full text of the Employment Agreement, a
copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
not purport to be complete and is qualified in its entirety
by reference to the full text of the Employment Agreement, a
copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure
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On March 17, 2017, the Company issued a press release
announcing the appointment of Mr. Van Riet as the Companys
Executive Vice President and Chief Financial Officer, a copy
of which is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
announcing the appointment of Mr. Van Riet as the Companys
Executive Vice President and Chief Financial Officer, a copy
of which is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished to this Item 7.01, including Exhibit
99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such be deemed
incorporated by reference in any other filing under the
Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference
in such a filing.
information furnished to this Item 7.01, including Exhibit
99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such be deemed
incorporated by reference in any other filing under the
Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Employment Agreement by and between Swift Energy
Company and G. Gleeson Van Riet, effective as of March 20, 2017 |
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99.1
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Press Release dated March 17, 2017
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Swift Energy Company (OTCMKTS:SWTF) Recent Trading Information
Swift Energy Company (OTCMKTS:SWTF) closed its last trading session 00.00 at 27.00 with shares trading hands.