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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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Resignation of Director; Appointment as Director Emeritus
On September 23, 2019, Michael J. Sullivan submitted his resignation
as a director of Cimarex Energy Co. (the “Company” or “Cimarex”) effective as of September 30, 2019. Mr.
Sullivan’s resignation was not a result of any disagreement with the Company regarding any matter relating to its operations,
policies and practices.
In connection with his retirement from the Board, the Board
appointed Mr. Sullivan effective September 30, 2019 as Director Emeritus for up to a two-year term ending on September 30, 2021.
As compensation for serving as Director Emeritus, Mr. Sullivan will be entitled to an annual retainer of $85,000 payable on June
1, 2020 and a pro-rated retainer of $28,333 payable on June 1, 2021 for the period from June 1, 2021 through September 30, 2021.
The Company also will enter into an indemnification agreement with Mr. Sullivan with substantially the same terms as his current
indemnification agreement as a Director.
Election of Director
The Board of Directors of Cimarex approved the appointment of
Kathleen A. Hogenson as a director of the Company effective immediately after the resignation of Michael J. Sullivan, which occurred
on September 23, 2019. Ms. Hogenson also was appointed effective September 30, 2019 to serve on the Nominating Committee of the
Board of Directors. Ms. Hogenson will stand for election as director by the shareholders at Cimarex’s annual meeting held
in 2020.
Ms. Hogenson, 59, is President and Chief Executive Officer
at Zone Oil & Gas LLC, an independent oil and gas advisory company focused on the acquisition, exploration, development,
production optimization and the operation of oil and gas properties, which she co-founded in 2007. Ms. Hogenson has served as
a director for First Quantum Minerals Ltd., a public Canadian-based mining and metals company traded on the Toronto Stock
Exchange, since 2017. She also serves as a director for Verisk Analytics Inc., a publicly traded company on the Nasdaq, since
2016. From 2013 to 2016, Ms. Hogenson served as a director of Petrofac Ltd., an international oilfield services company
listed on the London Stock Exchange. Prior to 2007, Ms. Hogenson served as President and Chief Executive Officer of Santos
USA Corp. from 2001 to 2007. From 1998 to 2001, Ms. Hogenson served for Unocal Corp. in various positions including Vice
President of Technology, Global Chief Engineer Reservoir, and Manager, Global Reservoir Technology. Ms. Hogenson’s over
35 years of experience in the oil and gas industry and extensive leadership roles are key attributes that make her well
qualified to serve as a director of the Company.
As a non-employee director, Ms. Hogenson will be entitled to
receive director compensation, which includes an annual retainer and equity in the form of restricted stock, previously approved
by our Compensation and Governance Committee. On September 30, 2019, Ms. Hogenson will be paid on a pro rata basis until her election
by the shareholders in 2020. As a result of the proration, on the effective date of her appointment as a director Ms. Hogenson
will receive $70,000 of the $105,000 annual retainer and shares of restricted stock having a value of $133,333 of the $200,000
annual restricted share grant. The form of award agreement is incorporated by reference into this Form 8-K.
The Company and Ms. Hogenson also agreed to enter into an indemnification
agreement in the form entered into with other directors and officers of the Company. The form of this agreement is incorporated
by reference into this Form 8-K.