Current Report Filing (8-k)
November 19 2020 - 04:32PM
Edgar (US Regulatory)
0001528129false00015281292020-11-192020-11-19
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): November 19,
2020
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
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Delaware |
001-35380 |
45-3007926 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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15 W. Sixth Street |
Suite 900 |
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Tulsa |
Oklahoma |
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74119 |
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(Address of principal executive offices) |
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(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:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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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:
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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.
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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.
Effective November 19, 2020, the Board of Directors (the "Board")
of Laredo Petroleum, Inc. (the "Company" or "Laredo") approved an
increase in the size of the Board from nine to eleven directors and
appointed Jarvis V. Hollingsworth and Lori A. Lancaster as members
of the Board.
Mr. Hollingsworth will serve as a Class II director with a term
expiring in May 2021. He was appointed to serve on the Board's
Audit and Nominating and Corporate Governance committees. The Board
determined that Mr. Hollingsworth is an independent director within
the meaning of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), rules and regulations promulgated by the
Securities and Exchange Commission thereunder, and listing
standards of the New York Stock Exchange (the "NYSE rules"). The
Board has also determined that he is financially literate within
the meaning of the NYSE rules. There are no arrangements or
understandings between Mr. Hollingsworth and any other person
pursuant to which he was selected a director. Mr. Hollingsworth
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. Hollingsworth has an interest
requiring disclosure under Item 404(a) of Regulation
S-K.
Ms. Lancaster will serve as a Class II director with a term
expiring in May 2021. She was appointed to serve on the Board's
Audit and Compensation committees. The Board determined that Ms.
Lancaster is an independent director within the meaning of the
Exchange Act, rules and regulations promulgated by the Securities
and Exchange Commission thereunder, and the NYSE rules. The Board
has also determined that she is financially literate within the
meaning of the NYSE rules. There are no arrangements or
understandings between Ms. Lancaster and any other person pursuant
to which she was selected a director. Ms. Lancaster 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 Ms. Lancaster has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
For their work as members of the Board, Mr. Hollingsworth and Ms.
Lancaster, like all other independent members of the Board, will be
paid an annual retainer of $72,000, payable quarterly in arrears,
and an annual director fee of $128,000, payable quarterly in
arrears (together, the "Compensation"). The Compensation will be
paid 50% in the form of cash and 50% in the form of common stock of
the Company.
Item 7.01. Regulation FD Disclosure.
On November 19, 2020, the Company issued a press release announcing
the appointment of Mr. Hollingsworth and Ms. Lancaster as members
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.
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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). |
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: November 19, 2020 |
By: |
/s/ Bryan J. Lemmerman |
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Bryan J. Lemmerman |
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Senior Vice President and Chief Financial Officer |
Laredo Petroleum (NYSE:LPI)
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From Dec 2020 to Jan 2021
Laredo Petroleum (NYSE:LPI)
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From Jan 2020 to Jan 2021
