Current Report Filing (8-k)

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): July 31, 2019

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-33999	95-3848122
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 Carlson Parkway, Suite 990 Minnetonka, Minnesota			55305
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code ( 952) 476-9800

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

NYSE American

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. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers .

On July 31, 2019, Michael Reger ended his service as President of Northern Oil and Gas, Inc. (the “Company”). In connection therewith, the Company has retained Mr. Reger to serve as an independent land acquisition consultant to provide advice and assistance as reasonably requested by us through March 15, 2020. Mr. Reger retains the title of Chairman Emeritus.

In connection with his separation of employment and in exchange for a release of certain claims, including claims to further remuneration under his existing employment arrangements, we have agreed to provide to Mr. Reger: (i) full vesting of all time-based restricted shares outstanding at the time of his departure upon effectiveness of the Separation and Release Agreement referred to below; (ii) continued eligibility to earn all performance-based restricted shares outstanding at the time of his departure, subject to full vesting of any such performance-based restricted shares that are earned on the earliest applicable vesting date thereafter; and (iii) payment by the Company for up to 18 months continued group medical and dental insurance coverage pursuant to the terms of our plans and applicable laws. The foregoing summary of the material terms of Mr. Reger’s separation is qualified by the text of the Separation and Release Agreement between him and the Company, dated July 31, 2019, a copy of which is attached as Exhibit 10.1, and is incorporated herein by reference.

In exchange for his services as an independent land acquisition consultant, we have agreed to provide to Mr. Reger: (i) continued vesting of existing equity incentive plan awards as described above; (ii) participation in material modifications, if any, to the terms of any equity incentive plan awards that were granted on the same date as Mr. Reger’s existing equity incentive plan awards; and (iii) equitable participation in any additional or alternative bonus compensation that the Company provides to its executive officers for 2019. The foregoing summary of the material terms of Mr. Reger’s consultancy is qualified by the text of the Land Acquisition Consulting Agreement between him and the Company, dated July 31, 2019, a copy of which is attached as Exhibit 10.2, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure .

On August 1, 2019, the Company issued a press release in connection with the foregoing. The text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 in this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits.

Exhibit Number

Description

Method of Filing

10.1

Separation and Release Agreement, dated July 31, 2019, by and between Northern Oil and Gas, Inc. and Michael L. Reger*

Filed Electronically

10.2

Land Acquisition Consulting Agreement, dated July 31, 2019, by and between Northern Oil and Gas, Inc. and Michael L. Reger*

Filed Electronically

99.1

Press release of Northern Oil and Gas, Inc., dated August 1, 2019

Furnished Electronically

* Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request

Cautionary Statements Regarding Forward-Looking Statements

This report contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements other than statements of historical facts are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including: statutory revocation periods, changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company’s properties, the Company’s ability to acquire additional development opportunities, changes in the Company’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products, services and prices. Additional information concerning potential factors that could affect future financial condition and results of operations is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated from time to time in amendments and subsequent reports filed with the SEC. The Company has based the forward-looking statements contained in this report on its current expectations and assumptions about future events. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

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.