Current Report Filing (8-k)
February 20 2018 - 4:17PM
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): February 14, 2018
RSP PERMIAN, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36264
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90-1022997
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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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3141 Hood Street, Suite 500 Dallas, Texas 75219
(Address of principal executive offices)
Registrants telephone number, including area code: (214)
252-2700
Not Applicable
(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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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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☐
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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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Amendment of Award Agreements
On February 14, 2018, the Compensation Committee of the Board of Directors of RSP Permian, Inc. (the
Company
)
approved and adopted amendments (the
Amendments
) to the Restricted Stock Grant and Award Agreement governing outstanding restricted stock awards subject only to time-based vesting (the
Time-Based Restricted
Stock Agreement
) and the Restricted Stock Grant and Award Agreement (Performance Vesting) governing outstanding restricted stock awards subject to both time-based and performance-based vesting (the
Performance-Based
Restricted Stock Agreement
and, together with the Time-Based Restricted Stock Agreement, the
Restricted Stock Agreements
), in each case, previously granted to each of the Companys named executive
officers, Steven Gray, Chief Executive Officer and Director; Scott McNeill, Chief Financial Officer and Director; Zane Arrott, Chief Operating Officer; William Huck, Executive Vice President of Operations; Jim Mutrie, Vice President, General Counsel
and Corporate Secretary; and Erik B. Daugbjerg, Executive Vice President of Land and Business Development (collectively, the
NEOs
), under the Companys 2014 Long Term Incentive Plan, as the same may be amended and
restated from time to time (the
Plan
). The Company approved and adopted similar amendments to outstanding restricted stock awards under the Plan held by other employees. The Amendments, which are effective as of
February 14, 2018, provide for accelerated vesting of the unvested portion of the awards upon a termination of the grantees service relationship due to death or Disability (as defined below), with (in the case of the
Performance-Based Restricted Stock Agreement) performance based on actual performance as of the end of the last day of the most recently completed fiscal quarter immediately prior to the date of such termination. For purposes of the Amendments,
Disability generally means the executives inability to perform the essential functions of his or her position with or without reasonable accommodation, if required by law, due to physical or mental impairment.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of
the form of Amendment No. 1 of Restricted Stock Grant and Award Agreement and the form of Amendment No. 1 of Restricted Stock Grant and Award Agreement (Performance Vesting), a copies of which are attached hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.
New Restricted Stock Award Agreements
On February 14, 2018, the Compensation Committee approved a new form of Restricted Stock Grant and Award Agreement and a new form of
Restricted Stock Grant and Award Agreement (performance vesting) (together, the
Form Award Agreements
) under the Plan.
The Form Award Agreements are substantially similar to the award agreements governing
outstanding awards of restricted stock previously granted under the Plan, but provide for accelerated vesting of the unvested portion of the awards upon a termination of the grantees service relationship due to death or Disability (as defined
above), with (in the case of performance-based awards) performance based on actual performance as of the end of the last day of the most recently completed fiscal quarter immediately prior to the date of such termination.
The foregoing description of the Form Award Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the Form Award Agreements, a copies of which are attached hereto as Exhibits 10.3 and 10.4 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
2
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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RSP PERMIAN, INC.
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Date: February 20, 2018
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By:
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/s/ James E. Mutrie
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James E. Mutrie
General Counsel and Vice President
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RSP PERMIAN, INC. (NYSE:RSPP)
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