Current Report Filing (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): December 13, 2019 (December 10, 2019)

LAREDO PETROLEUM, INC.

(Exact name of registrant as specified in charter)



Delaware	001-35380	45-3007926
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



15 W. Sixth Street	Suite 900
Tulsa	Oklahoma	74119
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (918) 513-4570

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Exchange Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	LPI	New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	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. o


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

Effective December 10, 2019, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company" or "Laredo") appointed Craig M. Jarchow, Ph.D. as a member of the Board. Mr. Jarchow will serve as a Class I director with a term expiring in May 2020. The Board determined that Mr. Jarchow is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the listing standards of the New York Stock Exchange. For his work as a member of the Board, Mr. Jarchow, like all other non-chairman members of the Board, will be paid an annual retainer of $90,000, payable quarterly in arrears, and an annual director fee of $160,000, payable annually in arrears (together, the "Compensation"). The Compensation shall be paid in vested stock; provided, however, upon Mr. Jarchow meeting Laredo’s required stock ownership guidelines, up to 50% of the Compensation may be paid, at the election of Mr. Jarchow, in cash.

There are no arrangements or understandings between Mr. Jarchow and any other person pursuant to which he was selected as a director. Mr. Jarchow does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Jarchow has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Item 7.01.	Regulation FD Disclosure.

On December 13, 2019, the Company issued a press release announcing the appointment of Mr. Jarchow as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description
99.1		Press release dated December 13, 2019 announcing the appointment of Craig M. Jarchow as a member of the Laredo Petroleum, Inc. Board of Directors.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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.