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 February 28, 2017, the board of directors (the Board) of Swift
Energy Company (the Company) announced the appointment of Sean
Woolverton as the Companys Chief Executive Officer, effective as
of March 1, 2017 (the Effective Date). As Chief Executive
Officer, Mr. Woolverton will also be appointed as a director of
the Company in accordance with the Certificate of Incorporation
of the Company with his term as a Class III director expiring on
the date of the 2019 annual meeting of stockholders of the
Company unless renominated and reelected. Upon the Effective
Date, the Companys current Interim Chief Executive Officer,
Robert J. Banks, will cease to serve as Interim Chief Executive
Officer but will resume his prior offices and duties as the
Companys Executive Vice President and Chief Operating Officer.
Energy Company (the Company) announced the appointment of Sean
Woolverton as the Companys Chief Executive Officer, effective as
of March 1, 2017 (the Effective Date). As Chief Executive
Officer, Mr. Woolverton will also be appointed as a director of
the Company in accordance with the Certificate of Incorporation
of the Company with his term as a Class III director expiring on
the date of the 2019 annual meeting of stockholders of the
Company unless renominated and reelected. Upon the Effective
Date, the Companys current Interim Chief Executive Officer,
Robert J. Banks, will cease to serve as Interim Chief Executive
Officer but will resume his prior offices and duties as the
Companys Executive Vice President and Chief Operating Officer.
Mr. Woolverton was previously the Chief Operating Officer of
Samson Resources Company, which he joined in November 2013. From
2007 to 2013, Mr. Woolverton held a series of positions at
Chesapeake Energy Corporation, a public independent exploration
and development oil and natural gas company, including Vice
President of its Southern Appalachia business unit. Prior to
joining Chesapeake Energy Corporation, Mr. Woolverton worked for
Encana Corporation, a North American oil and natural gas
producer, where he oversaw its Fort Worth Basin development and
shale exploration teams in North Texas. Earlier in his career,
Mr. Woolverton worked for Burlington Resources in multiple
engineering and management roles. Mr. Woolverton received his
Bachelor of Science degree in Petroleum Engineering from Montana
Tech. Mr. Woolverton 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. Woolverton is not a party to any transaction required to be
disclosed to Item 404(a) of Regulation S-K.
Samson Resources Company, which he joined in November 2013. From
2007 to 2013, Mr. Woolverton held a series of positions at
Chesapeake Energy Corporation, a public independent exploration
and development oil and natural gas company, including Vice
President of its Southern Appalachia business unit. Prior to
joining Chesapeake Energy Corporation, Mr. Woolverton worked for
Encana Corporation, a North American oil and natural gas
producer, where he oversaw its Fort Worth Basin development and
shale exploration teams in North Texas. Earlier in his career,
Mr. Woolverton worked for Burlington Resources in multiple
engineering and management roles. Mr. Woolverton received his
Bachelor of Science degree in Petroleum Engineering from Montana
Tech. Mr. Woolverton 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. Woolverton is not a party to any transaction required to be
disclosed to Item 404(a) of Regulation S-K.
In connection with Mr. Woolvertons appointment, the Company and
Mr. Woolverton 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. Woolverton is entitled
to receive an annualized base salary of $550,000 and eligible to
receive an annual discretionary bonus with a target value of not
less than 50% (and a maximum value of 200%) of Mr. Woolvertons
annualized base salary. The Employment Agreement also provides
that, for each year in which he is employed by the Company
thereunder, Mr. Woolverton will be eligible to receive annual
equity awards with an aggregate target value of approximately 50%
of his annualized base
Mr. Woolverton 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. Woolverton is entitled
to receive an annualized base salary of $550,000 and eligible to
receive an annual discretionary bonus with a target value of not
less than 50% (and a maximum value of 200%) of Mr. Woolvertons
annualized base salary. The Employment Agreement also provides
that, for each year in which he is employed by the Company
thereunder, Mr. Woolverton 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 provides that Mr. Woolverton will be paid, or
reimbursed for, all reasonable and documented relocation
expenses incurred by him during calendar year 2017 relating to
his relocation to Houston, Texas up to a maximum of $175,000,
subject to certain conditions and limitations. The Employment
Agreement further provides that Mr. Woolverton is eligible to
participate in the Companys benefit plans on the same terms as
other senior executives of the Company.
plan, with the terms of such awards determined by the Board (or
a committee thereof) in its sole discretion. The Employment
Agreement provides that Mr. Woolverton will be paid, or
reimbursed for, all reasonable and documented relocation
expenses incurred by him during calendar year 2017 relating to
his relocation to Houston, Texas up to a maximum of $175,000,
subject to certain conditions and limitations. The Employment
Agreement further provides that Mr. Woolverton 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. Woolverton to serve as the Companys
Chief Executive Officer, as soon as practicable following the
Effective Date, Mr. Woolverton will be granted:
Chief Executive Officer, as soon as practicable following the
Effective Date, Mr. Woolverton will be granted:
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a one-time award of options to purchase up to 0.75% 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. Woolverton 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 0.5% 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. Woolverton remains employed by the Company through each applicable vesting date. |
to the Employment Agreement, if Mr. Woolvertons employment is
terminated by the Board without Cause (as defined in the
Employment Agreement) or by Mr. Woolverton for Good Reason (as
defined in the Employment Agreement), subject to Mr.
Woolvertons 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. Woolverton will receive severance equal to
one and one-half times (or two 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 18 (or 24) months. Upon a termination of Mr.
Woolvertons employment by the Company without Cause, by Mr.
Woolverton 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. Woolverton 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
terminated by the Board without Cause (as defined in the
Employment Agreement) or by Mr. Woolverton for Good Reason (as
defined in the Employment Agreement), subject to Mr.
Woolvertons 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. Woolverton will receive severance equal to
one and one-half times (or two 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 18 (or 24) months. Upon a termination of Mr.
Woolvertons employment by the Company without Cause, by Mr.
Woolverton 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. Woolverton 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. Woolverton 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. Woolvertons employment by the Company without Cause,
by Mr. Woolverton for Good Reason or due to Mr. Woolvertons
death or Disability, subject to Mr. Woolvertons timely and
proper election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Mr. Woolverton will be entitled to receive a
monthly reimbursement amount equal to the difference between
the monthly amount Mr. Woolverton 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. Woolverton is no longer eligible
to receive COBRA continuation coverage, (y) the date on which
Mr. Woolverton becomes eligible to receive coverage under a
group health plan sponsored by another employer and (z) the
first anniversary of such termination date.
Mr. Woolverton 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. Woolvertons employment by the Company without Cause,
by Mr. Woolverton for Good Reason or due to Mr. Woolvertons
death or Disability, subject to Mr. Woolvertons timely and
proper election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Mr. Woolverton will be entitled to receive a
monthly reimbursement amount equal to the difference between
the monthly amount Mr. Woolverton 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. Woolverton is no longer eligible
to receive COBRA continuation coverage, (y) the date on which
Mr. Woolverton 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. Woolverton, 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) 18
months post-termination if a Change in Control has not
occurred on or prior to Mr. Woolvertons termination date,
(ii) 24 months post-termination if a Change in Control has
occurred on or prior to Mr. Woolvertons termination date or
(iii) 12 months post-termination if Mr. Woolverton 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. Woolverton, 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) 18
months post-termination if a Change in Control has not
occurred on or prior to Mr. Woolvertons termination date,
(ii) 24 months post-termination if a Change in Control has
occurred on or prior to Mr. Woolvertons termination date or
(iii) 12 months post-termination if Mr. Woolverton 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.
Mr. Woolverton will not receive additional compensation for
serving on the Board, aside from the compensation he is
entitled to receive under the Employment Agreement.
serving on the Board, aside from the compensation he is
entitled to receive under the Employment Agreement.
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 February 28, 2017, the Company issued a press release
announcing the appointment of Mr. Woolverton as the Companys
Chief Executive Officer, a copy of which is furnished as
Exhibit 99.1 hereto and is incorporated by reference herein.
announcing the appointment of Mr. Woolverton as the Companys
Chief Executive 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
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.
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 Sean C. Woolverton, effective as of March 1, 2017 |
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99.1
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Press Release dated February 28, 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 29.35 with shares trading hands.
