AXAS Abraxas Petroleum Corporation

Item 5.02(d)           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 8, 2022, the Board of Directors (the “Board”) of Abraxas Petroleum Corporation (the “Company”) increased the size of the Board from five to six and appointed David N. Roberts to the Board as a Class II director. The Board will determine which committees, if any, Mr. Roberts will be appointed to at the first Board meeting following his election.

 

Mr. Roberts is a Senior Advisor and member of the Executive Committee and Partnership Advisory Board of Angelo, Gordon & Co. L.P. (“Angelo Gordon”), which is an affiliate of AG Energy Funding, LLC (“AGEF”). As previously disclosed in our Current Report on Form 8‑K filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2022, the Company and AGEF entered into an Exchange Agreement dated January 3, 2022, pursuant to which the Company issued shares of its Series A Preferred Stock to AGEF, which entitled AGEF to approximately 85% of the voting power of the Company’s outstanding capital stock. Through his Angelo Gordon roles, Mr. Roberts has an indirect ownership interest in the Series A Preferred Stock owned by AGEF. Mr. Roberts, age 60, also serves as the Chairman, Chief Executive Officer, and President of AG Mortgage Investment Trust, Inc. (“MITT”), a publicly traded residual-mortgage REIT that is managed and advised by a subsidiary of Angelo Gordon, and as a member of the board of directors of Arc Home LLC, a residential mortgage lender that is managed by MITT.

 

As a non-employee director, Mr. Roberts will be compensated for his Board membership in the same manner as the Company’s other non-employee directors (however, any such compensation will be directed to Angelo Gordon or one of its affiliates on Mr. Roberts’ behalf). The Company previously disclosed the terms of non-employee director compensation in its proxy statement on Schedule 14A, filed with the SEC on March 31, 2022.

 

Except as disclosed in this Form 8-K, there are no other transactions involving Mr. Roberts that require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Roberts and any other person pursuant to which Mr. Roberts was elected to serve as a member of the Board. There are no family relationships that exist between Mr. Roberts and any of the Company’s directors or executive officers.