Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2015

 

 

RESOLUTE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34464   27-0659371

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

1700 Lincoln Street, Suite 2800

Denver, CO

  80203
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 303-534-4600

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2015 Long-Term Incentive Compensation for Executive Officers.

On May 5, 2015, the Board of Directors of Resolute Energy Corporation (the “Company”) and its Compensation Committee approved long-term incentive awards for 2015 consisting of a combination of stock options and restricted cash grants for its executive officers (including the first five individuals listed in the table below, who are the Company’s “Named Executive Officers”) and Company employees under the Company’s 2009 Performance Incentive Plan (the “Plan”). The dollar denominated target value of each executive officer’s 2015 long-term incentive award was reduced by 35% from last year’s awards. Furthermore, rather than granting such awards in the form of restricted stock, as had been the past practice, the 2015 long-term incentive awards to our executive officers consisted of grants of (i) options to purchase shares of common stock of the Company, vesting in three equal annual installments on each of the first three anniversaries of the date of grant, with an exercise price of $1.35 per share and a ten year term, (ii) time-vested restricted cash awards, vesting in three equal annual installments on each of the first three anniversaries of the date of grant, and (iii) performance-vested restricted cash awards, as described below.

The performance criteria for the performance-vested restricted cash awards will be based on future prices of the Company’s common stock trading at or above specified thresholds. If and as certain stock price thresholds are met, using a 60 trading day average, various multiples of the performance-vested cash award will be attained. The first stock price hurdle is at $2.00 at which the award would be payable at 1x, and the highest stock price hurdle would be $8.00 at which the award would be payable at a multiple of 6x. Interim hurdles and multiples between these end points are set forth in the governing agreements. The performance-vested cash awards have a ten year term (i.e., the Company’s obligation would be triggered at any time the defined stock price multiples are met over a ten year period, subject to the initial three year vesting period, described below, and provided the employee continues to be employed by the Company). A time vesting element will apply to the performance-vested cash awards such that attained multiples will not be paid out earlier than upon satisfaction of a three-year vesting timetable from the date of grant. In order for an award to be paid, both the performance criteria and the time criteria would need to be satisfied. Once a time vesting date passes, the employee is entitled to be paid one third, two thirds or 100%, as applicable, of whatever multiples have been achieved. Any multiples achieved following 100% time vesting would be paid within 60 days of such achievement.

The 2015 long-term incentive awards to our executive officers were as follows:

 

Executive Officer

   Number of stock
options
     Time-vested restricted
cash award ($)
     Performance-vested
restricted cash award ($)
 

Nicholas J. Sutton, Chief Executive Officer

     365,702         781,842         781,842   

James M. Piccone, President

     205,785         439,951         439,951   

Richard F. Betz, Executive Vice President and Chief Operating Officer

     130,165         278,283         278,283   

Theodore Gazulis, Executive Vice President and Chief Financial Officer

     130,165         278,283         278,283   

Michael N. Stefanoudakis, Senior Vice President, General Counsel and Secretary

     74,380         159,019         159,019   

Bob D. Brady, Jr., Senior Vice President – Operations

     65,083         139,141         139,141   

James A. Tuell, Senior Vice President and Chief Accounting Officer

     53,151         113,632         113,632   


The terms of the 2015 long-term incentive awards are governed in all respects by the terms of the Plan and the applicable Stock Option Agreement and Performance Cash Incentive Award Agreement, and the above summary is qualified in its entirety by reference thereto. Such agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  

Description

10.1    Form of Stock Option Agreement
10.2    Form of Performance Cash Incentive Award Agreement


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 11, 2015

 

RESOLUTE ENERGY CORPORATION
By:

/s/ James M. Piccone

James M. Piccone
President


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Form of Stock Option Agreement
10.2    Form of Performance Cash Incentive Award Agreement