Current Report Filing (8-k)
September 04 2019 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
August 9, 2019
CARBON ENERGY CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1700 Broadway, Suite 1170, Denver, Colorado
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80290
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(Address of principal executive offices)
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(Zip code)
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(720) 407-7030
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(Registrant's telephone number including area code)
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(Former Name or former address, if changed since last report)
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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)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered or to be registered pursuant
to Section 12(b) of the Act.
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 13a of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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Omnibus Annual Incentive Plan
On August 9, 2019, the Company adopted the
Omnibus Annual Incentive Plan (the “Incentive Plan”) in which certain employees of the Company, including
each NEO listed below, are eligible to participate. The Incentive Plan provides for the potential payment of cash awards to participants
based on the attainment of quarterly or annual performance goals. Performance goals (the “Performance Goals”)
include financial as well as operational targets. Each Performance Goal is intended to align the incentives of the participants
with the objectives of the Company.
An opportunity to earn an award amount based
on attainment of the Performance Goals is specified for each participant in the Incentive Plan. For performance periods during
which multiple Performance Goals are established, a weighting factor will be specified for each Performance Goal and an overall
weighted average minimum achievement percentage for all Performance Goals will be required in order for an award amount for such
performance period to become earned. Performance below the threshold level of achievement for a particular Performance Goal results
in a zero achievement percentage for such Performance Goal. Attainment of a Performance Goal at the target level results in full
credit of such weight-factored Performance Goal becoming achieved, and attainment of a Performance Goal at or above the target
level results in an amount greater than 100% of such weight-factored Performance Goal becoming achieved, with the achievement percentage
for a particular Performance Goal between threshold and target levels or between target and maximum levels being determined by
linear interpolation.
Performance Goals may include any of the following
categories, or such other criteria as determined by the Compensation, Nominating and Governance Committee (the “Committee,”
which is the committee of the Board of Directors that administers the Incentive Plan):
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·
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net earnings or net income (before or after taxes);
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basic or diluted earnings per share (before or after taxes);
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net revenues or net revenue growth;
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gross profit or gross profit growth;
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net operating profit (before or after taxes);
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return on assets, capital, invested capital, equity or sales;
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cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return
on capital);
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·
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earnings before or after taxes, interest, depreciation and/or amortization;
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·
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gross or operating margins;
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·
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improvements in capital structure;
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budget and expense management;
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economic value added or other value-added measurements;
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share price (including, but not limited to, growth measures and total shareholder return);
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working capital targets;
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completion of acquisitions, divestitures or business expansion
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In addition, the Committee is authorized to
establish a discretionary component of the awards designed to reward notable achievements for the Company which may not be captured
in the Performance Goals. If the Committee establishes discretionary awards for a particular performance period, it will also prescribe
the percentage of the total award attributable to such discretionary award.
During the current performance period of January
1 to December 31, 2019, the Committee established that sixty percent (60%) of the award amount would be based upon the achievement
of Performance Goals with forty percent (40%) of the award amount determined by the discretion of the Committee. The target award
amount in the Incentive Plan (expressed as a percentage of such NEO’s base salary) for each NEO during the current performance
period is listed below:
Named Executive Officer
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Target Award
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Patrick R. McDonald
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100
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%
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Mark D. Pierce
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65
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%
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Kevin D. Struzeski
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65
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%
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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 Arrangement of Certain Officers.
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(e) See
Item 1.01 of this Current Report on Form 8-K for a description of the material terms of the Omnibus Annual Incentive Plan, which
terms are incorporated into this Item 5.02 by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
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CARBON ENERGY CORPORATION
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September 4, 2019
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By:
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/s/ Patrick R. McDonald
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Patrick
R. McDonald,
Chief Executive Officer
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