Current Report Filing (8-k)
January 31 2018 - 6:18AM
Edgar (US Regulatory)
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): January 25, 2018
Tellurian Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-5507
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06-0842255
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1201 Louisiana Street, Suite 3100, Houston, TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (832)
962-4000
(Former name or former address, if changed since last report)
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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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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).
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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 25, 2018, the board of directors (the
Board
) of Tellurian Inc. (
Tellurian
or the
Company
) approved certain base salary increases effective as of February 1, 2018 for certain of the Companys named executive officers. The annual base salary of (i) Meg A. Gentle, President and Chief Executive
Officer of the Company, was increased from $600,000 to $700,000; (ii) R. Keith Teague, Executive Vice President and Chief Operating Officer of the Company, was increased from $400,000 to $500,000; (iii) Daniel A. Belhumeur, General Counsel
of the Company, was increased from $300,000 to $400,000; and (iv) Khaled Sharafeldin, Chief Accounting Officer of the Company, was increased from $285,000 to $350,000.
The Board also approved the issuance under the Amended and Restated Tellurian Inc. 2016 Omnibus Incentive Compensation Plan (the
Plan
) of shares of Tellurian vested stock in connection with annual performance bonus awards for the fiscal year ended December 31, 2017 to the Companys named executive officers in the amounts set forth below:
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Name and principal position
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Shares of
Tellurian
vested
stock
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Meg A. Gentle
President and Chief Executive Officer
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61,601
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R. Keith Teague
Executive Vice President and Chief Operating Officer
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61,601
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Daniel A. Belhumeur
General Counsel
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51,334
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Antoine J. Lafargue
Senior Vice President and Chief Financial Officer
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47,843
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Khaled Sharafeldin
Chief Accounting Officer
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47,227
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In addition, the Board approved the issuance under the Plan of 500,000 shares of Tellurian restricted stock to
Mr. Teague.
One-third
of the Tellurian restricted stock will vest upon each of (i) the affirmative final investment decision by the Board with respect to the Driftwood LNG project (the
FID
Date
), (ii) the
one-year
anniversary of the FID Date, and (iii) the
two-year
anniversary of the FID Date.
A form of restricted stock agreement (
Form of Restricted Stock Agreement
) is filed as Exhibit 10.1 to this Current
Report on Form
8-K
and is incorporated herein by reference. The Form of Restricted Stock Agreement sets out the terms under which Tellurian restricted stock was awarded to Mr. Teague. The foregoing
summary is qualified in its entirety by the terms of the Form of Restricted Stock Agreement.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Management contract or compensatory plan or arrangement.
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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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TELLURIAN INC.
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By:
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/s/ Daniel A. Belhumeur
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Name:
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Daniel A. Belhumeur
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Title:
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General Counsel
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Date: January 31, 2018
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