false0001528129 0001528129 2020-05-18
2020-05-18
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 18, 2020 (May 14, 2020)
LAREDO
PETROLEUM, INC.
(Exact name of
registrant as specified in charter)
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Delaware
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001-35380
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45-3007926
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(State or other jurisdiction of
incorporation or
organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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15 W.
Sixth Street
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Suite 900
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Tulsa
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Oklahoma
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74119
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(Address of principal
executive offices)
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(Zip code)
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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:
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Title of each
class
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Trading Symbol
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Name of each exchange on
which registered
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Common
stock, $0.01 par value
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LPI
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New
York Stock Exchange
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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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging Growth
Company
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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
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers,
Compensatory
Arrangements of Certain Officers.
On May 14, 2020,
Laredo Petroleum, Inc. (the "Company") held its 2020 Annual Meeting
of Stockholders (the "Annual Meeting"). At the Annual Meeting, and
as previously announced in connection with the comprehensive
succession planning process, Randy A. Foutch stepped down from his
position as the Company's Chairman of the Board of Directors (the
"Board"). Following the Annual Meeting, the Board, upon the
recommendation of its Nominating and Corporate Governance Committee
and his re-election to serve as a director of the Company,
appointed William E. Albrecht as Chairman of the Board, effective
immediately.
Item 7.01.
Regulation FD Disclosure.
On May 18, 2020,
the Company issued a press release announcing the appointment of
Mr. Albrecht as Chairman of the Board. A copy of the press release
is attached hereto as Exhibit 99.1.
In accordance
with General Instruction B.2 of Form 8-K, the information furnished
under this Item 7.01 of this Current Report on Form 8-K and the
exhibit attached hereto is deemed to be "furnished" and shall not
be deemed "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1834, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such
information and exhibit be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 8.01.
Other Events.
On May 14, 2020,
in light of the current period of economic uncertainty resulting
from the coronavirus (COVID-19) pandemic and the unprecedented
market volatility and historic decline in commodity prices, the
non-employee directors of the Board agreed to a 20% reduction of
their base compensation. Effective as of May 14, 2020, such
director compensation will be paid 50% in the form of cash and 50%
in the form of common stock of the Company.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data
File (formatted as Inline XBRL).
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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.
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LAREDO
PETROLEUM, INC.
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Date: May 18,
2020
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By:
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/s/ Michael T.
Beyer
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Michael T. Beyer
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Senior Vice President and
Chief Financial Officer
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