Current Report Filing (8-k)
January 04 2017 - 5:00PM
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):
January 2, 2017
____________________
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33615
(Commission File Number)
|
76-0818600
(I.R.S. Employer Identification No.)
|
|
|
One Concho Center
600 West Illinois Avenue
Midland, Texas
(Address of Principal Executive Offices)
|
79701
(Zip Code)
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Registrant’s telephone number, including area code:
(432) 683-7443
|
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 (see
General Instruction A.2. below):
[ ]
|
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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[ ]
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
On January 2, 2017, the
Compensation Committee (the “
Compensation Committee
”) of the
Board of Directors of Concho Resources Inc. (the “
Company
”) took
certain actions with respect to the compensation of its executive officers,
including (i) a grant of performance units (the “
Performance Units
”)
to officers of the Company pursuant to a form of Performance Unit Award
Agreement (the “
Performance Unit Award Agreement
”) approved by
the Compensation Committee on January 2, 2013, and (ii) making restricted stock
grants. The Performance Units and restricted stock grants were made under
the Company’s 2015 Stock Incentive Plan, which was approved by the Company’s
stockholders in June 2015.
Performance
Unit Awards
The Performance Units granted to
each recipient are payable in shares of the Company’s common stock (“
Common
Stock
”) based upon the achievement by the Company over a performance
period commencing on January 1, 2017 and ending on December 31, 2019 of
performance goals established by the Compensation Committee. The number
of shares of Common Stock that may be issued pursuant to an award will be
determined by multiplying the number of Performance Units granted under the
award by the result of multiplying the “Relative TSR Percentage” by the
“Absolute TSR Percentage.” The “
Relative TSR Percentage
” is
the percentage, if any, achieved by attainment of the following performance
goals for the performance period, as certified by the Compensation Committee:
(i) if the Company’s total shareholder return (“
TSR
”) measured
against the Company’s peer group is below the 25th percentile, the Relative TSR
Percentage is 0%; (ii) if the TSR measured against the Company’s peer group is
at the 25th percentile, the Relative TSR Percentage is 50%; (iii) if the TSR
measured against the Company’s peer group is at the 50th percentile, the
Relative TSR Percentage is 100%; (iv) if the TSR measured against the Company’s
peer group is at the 70th percentile, the Relative TSR Percentage is 150%; and
(v) if the TSR measured against the Company’s peer group is in the 90th
percentile or above, the Relative TSR Percentage is 200%, with 200% being the
maximum and the Compensation Committee applying straight line interpolation for
all points between the 25th percentile threshold and the 90th percentile
maximum. The “
Absolute TSR Percentage
” is the percentage
achieved by attainment of the following performance goals for the performance
period, as certified by the Compensation Committee: (a) if the Company’s
absolute annualized TSR is less than 0%, the Absolute TSR Percentage is 50%;
(b) if the Company’s absolute annualized TSR is at least 0% and not greater
than 15%, the Absolute TSR Percentage is 100%; and (c) if the Company’s
absolute annualized TSR is greater than 15%, the Absolute TSR Percentage is
150%. TSR for the Company and each of the peer companies is generally
determined by dividing (A) the average closing stock prices on each trading day
during the period beginning on the first day of the calendar month in which the
last day of the performance period occurs and ending on the last day of the
performance period
plus
cash dividends paid over the performance
period
minus
the starting average stock price by (B) the starting
average stock price, with the starting average stock price being the average of
the closing stock prices on each trading day in the calendar month immediately
preceding the first day of the performance period.
Dividend equivalents with respect to any cash dividends
paid during the performance period are paid at the same time, and subject to
the same terms and conditions, as are applicable to
Performance Units, except that if more than
one share of Common Stock becomes payable in respect of a Performance Unit,
then the maximum amount of dividend equivalents payable with respect to such
unit equals the aggregate amount of cash dividends paid during the performance
period on one share of Common Stock. Unless otherwise determined by the
Compensation Committee, each recipient will forfeit his or her Performance
Units if the recipient’s employment with the Company terminates during the
performance period for any reason other than for death, disability or
retirement on or after attainment of age 65. If employment is terminated
during the performance period due to death, disability or such retirement, the
recipient is entitled to receive payment with respect to his or her Performance
Units based on actual performance for the performance period (which payment
will be pro-rated in the event of retirement). In the event of a change
of control of the Company during the performance period, the Relative TSR
Percentage and the Absolute TSR Percentage will be determined based on actual
performance as if the performance period ended on the date of the change of
control, and outstanding Performance Units will be settled immediately
following such date.
The Performance Units granted on
January 2, 2017 by the Compensation Committee to the Company’s named executive
officers pursuant to a Performance Unit Award Agreement are as follows: Timothy
A. Leach, 34,690 Performance Units; E. Joseph Wright, 12,720 Performance Units;
Jack F. Harper, 11,972 Performance Units; and C. William Giraud, 11,224
Performance Units.
The foregoing description of
the Performance Unit Award Agreement is qualified in its entirety by reference
to the complete text of the Performance Unit Award Agreement, which was filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4,
2013 and is incorporated herein by reference.
Restricted
Stock Awards
The restricted stock awards vest in
four equal annual installments beginning on January 2, 2018. The
restricted stock awards granted on January 2, 2017 by the Compensation
Committee to the Company’s named executive officers are as follows: Timothy A.
Leach, 17,350 shares of restricted stock; E. Joseph Wright, 12,720 shares of
restricted stock; Jack F. Harper, 11,972 shares of restricted stock; and C.
William Giraud, 11,224 shares of restricted stock.
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.
CONCHO
RESOURCES INC.
Date:
January 4, 2017
By:
/s/ Travis L. Counts
Name: Travis
L. Counts
Title: Vice
President and General Counsel
Concho Resources (NYSE:CXO)
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