Current Report Filing (8-k)
July 28 2022 - 3:17PM
Edgar (US Regulatory)
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0001509589
2022-07-27
2022-07-27
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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): July 27, 2022
Civitas Resources, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-35371 |
|
61-1630631 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
555 17th Street, Suite 3700 |
|
Denver, Colorado |
80202 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (303) 293-9100
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations 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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Common
Stock, par value $0.01 per share |
|
CIVI |
|
New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Director
On July 27, 2022, the board of directors (the
“Board”) of Civitas Resources, Inc. (the “Company”) increased the size of the Board from eight to nine directors
and appointed M. Christopher Doyle, President and Chief Executive Officer of the Company,
to fill the vacancy created by such increase. Mr. Doyle was appointed as a director of the Company pursuant to his employment letter,
dated as of April 29, 2022, with the Company (the “Employment Letter”), which provided that, if Mr. Doyle accepted the employment
position of Chief Executive Officer of the Company, he would be elected as an additional director of the Company shortly after June 1,
2022. Mr. Doyle will serve as a director until the 2023 annual meeting of stockholders, where he will stand for re-election. As the
Company’s President and Chief Executive Officer, Mr. Doyle is not currently considered an independent director. Mr. Doyle will
not serve on any committees of the Board and will not receive any compensation for his director service.
There are no arrangements or understandings, other
than the Employment Letter, pursuant to which Mr. Doyle was appointed as a director of the Company. Mr. Doyle is not related to any existing
officer or director of the Company. There are no transactions or relationships between Mr. Doyle and the Company that would be required
to be reported under Item 404(a) of Regulation S-K.
Compensatory Arrangements of Certain Officers
As previously disclosed, the Company entered into
a Transition and Retirement Agreement, dated as of June 29, 2022, with Cyrus (“Skip”) D. Marter IV, pursuant to which Mr.
Marter will retire as General Counsel and Secretary of the Company on August 1, 2022 and his employment with the Company will terminate
on August 5, 2022. On July 27, 2022, the Board extended the post-termination exercise period of all outstanding vested stock options held
by Mr. Marter. As a result of this extension, Mr. Marter’s outstanding vested stock options will remain exercisable in accordance
with their respective terms until August 5, 2023.
SIGNATURES
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: July 28, 2022 |
CIVITAS RESOURCES, INC. |
|
|
|
By: |
/s/ Cyrus D. Marter IV |
|
|
Cyrus D. Marter IV |
|
|
General Counsel and Secretary |
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