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)
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.

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.
 
Exhibit Number
 
Description

 
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.
 
 
 
LAREDO PETROLEUM, INC.
 
 
 
 
 
 
Date: May 18, 2020
By:
/s/ Michael T. Beyer
 
 
Michael T. Beyer
 
 
Senior Vice President and Chief Financial Officer



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