Current Report Filing (8-k)
March 22 2018 - 6:04AM
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): March 19, 2018
GULFPORT ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-19514
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73-1521290
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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 Number)
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3001 Quail Springs Parkway
Oklahoma City, OK
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73134
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(Address of principal executive offices)
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(Zip code)
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(405)
252-4600
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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. ☐
Check the
appropriate box below if the Form
8-K
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
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under 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.
Appointment of Director
On March 19, 2018, in accordance with the bylaws of Gulfport Energy Corporation (the Company), the Board of Directors of the
Company (the Board) appointed Deborah G. Adams as a member of the Board. As provided in the Companys bylaws, Ms. Adams will serve until the next Annual Meeting of Stockholders of the Company or until her earlier death,
resignation or removal. The Board also appointed Ms. Adams to serve on its audit committee and its compensation committee.
Ms. Adams served as Senior Vice President of Health and Safety, Project and Procurement with Phillips 66 from May 2014 until her
retirement in October 2016. From 2008 to May 2014, Ms. Adams served as President of Transportation for Phillips 66 and ConocoPhillips. Prior to this position, Ms. Adams worked as general manager and Chief Procurement Officer for
ConocoPhillips beginning in 2005. From 2003 to 2005, Ms. Adams served as general manager, International Refining, for ConocoPhillips. Before this role, Ms. Adams served as general manager, Global Downstream Information Systems following
the ConocoPhillips merger in 2002. Ms. Adams began her career in 1983 as a process engineer in the refining division of the Conoco Global Engineering Department before moving through a variety of business development, planning, supply and
trading and operations positions. She also served on several of ConocoPhillips joint venture boards during her tenure at ConocoPhillips. In addition, Ms. Adams has served on the board of directors of MRC Global Inc. and as a member of its
audit committee and its compensation committee since October 2017. Ms. Adams served two full terms on the board of BakerRipley from February 2012 to February 2018 and currently serves as a member of the Foundation Board of Trustees and the
Board of Governors for the Oklahoma State University. In 2014, Ms. Adams was inducted into the Oklahoma State University College of Engineering, Architecture and Technology Hall of Fame and in 2015, the Oil and Gas Diversity Council named
Ms. Adams to the list of the Top 50 Most Powerful Women in Oil and Gas. Ms. Adams received a Bachelor of Science degree in chemical engineering from Oklahoma State University in 1983.
The equity compensation provided by the Company to all of its
non-employee
directors includes an
annual grant of restricted stock units with an aggregate value of approximately $125,000. In connection with her appointment to the Board, Ms. Adams received 2,898 restricted stock units under the Companys 2013 Restated Stock Incentive
Plan (the Plan), representing a
pro-rated
portion of the annual
non-employee
director grant to reflect her service on the Board commencing on March 19,
2018. Consistent with the awards granted to the other
non-employee
directors, Adams restricted stock units will vest on the earlier of June 8, 2018 and the date of the 2018 Annual Meeting of
Stockholders of the Company, provided Ms. Adams is in continuous service on such date. Ms. Adams will also receive the cash compensation offered to all of the Companys
non-employee
directors
for services on the Board and its committees, as disclosed in the Companys definitive proxy statement on Schedule 14A, filed by the Company with the Securities and Exchange Commission on May 1, 2017.
Item 7.01.
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Regulation FD Disclosure
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On March 21, 2018, the Company issued a press release
announcing the matters described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
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 thereunto duly authorized.
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GULFPORT ENERGY CORPORATION
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Date: March 21, 2018
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By:
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/s/ Keri Crowell
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Keri Crowell
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Chief Financial Officer
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