Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements to Certain Officers.
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In connection with the Merger, the board of directors of the Company adopted
resolutions to terminate the Companys Amended and Restated Management Incentive Plan and any other employee or director stock plan pursuant to which any restricted stock unit, performance share unit or other equity compensation award is
outstanding (the Company Stock Plans), effective as of the Effective Time. From and after the Effective Time, no equity awards or other rights with respect to Company common stock will be granted or be outstanding under the Company Stock
Plans.
In connection with the Merger, at the Effective Time, Richard A. Gideon, Joseph A. Mills, Matthew Bonanno, Evan Lederman, John V. Lovoi, Paul B.
Loyd Jr., Michael Raleigh, Andrew Taylor and Anthony Tripodo resigned as directors of the Company. The decision of each of Messrs. Gideon, Mills, Bonanno, Lederman, Lovoi, Loyd Jr., Raleigh, Taylor and Tripodo to resign as directors of the Company
was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies or practices of the Company, and was solely as a result of the Merger. In connection with the consummation of the Merger
and as contemplated by the Merger Agreement, from and after the Effective Time, the Board of Directors of the Company (the Board) was reconstituted such that Gregory A. Augsburger, Robert J. Woodard, James R. Woods, James Bush and James
Levy were appointed as the directors of the Company.The Board also decreased the size of the Board from nine to five directors.
Effective as of the
Effective Time, Mr. Gideon was terminated as Chief Executive Officer of the Company.
Gregory A. Augsburger was selected by the Board to succeed Mr.
Gideon as Chief Executive Officer of the Company effective as of the Effective Time. There is no arrangement or understanding between Mr. Augsburger and any other person pursuant to which Mr. Augsburger was elected as Chief Executive Officer. Except
as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Augsburger has a direct or indirect material interest. There are no family relationships
between Mr. Augsburger and any of the directors or officers of the Company or any of its subsidiaries..
Mr. Augsburger, 33, has served as the Chief
Executive Officer of the Citizen Energy companies since co-founding the firm with his partners in 2012. Mr. Augsburger has also served as head of the Geology department of the Citizen Energy companies since 2012. Prior to his employment by Citizen
Energy, Mr. Augsburger was employed by Apache Corporation as a Geologist. Mr. Augsburger has spent his career exploring and producing oil and gas in the Anadarko Basin, located in the Mid-Continent of the Onshore US E&P industry.
As a result of the Conversion, the business and affairs of the Company will be overseen by CEH, in its capacity as the sole member of Parent, in its capacity
as the sole member of the Company. The officers of the Company immediately prior to the Conversion Effective Time will be the officers of the Company at the Conversion Effective Time.