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): February 5, 2014
 
_____________________________

NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
_____________________________
 

Delaware
1-12534
72-1133047
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
 
Identification No.)

4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 210-5100
 
Not Applicable
(Former name or former address, if changed since last report)


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 (17 CFR 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))
 
 

 
 
 

 



Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 5, 2014, the Management and Compensation Development Committee of the Board of Directors (the “Board”) of Newfield Exploration Company approved Amendment No. 1 to the Newfield Exploration Company 2010 Employee Stock Purchase Plan (the “Amendment”). The Amendment will increase the maximum number of shares a participant may purchase during an offering period to 1,000 shares. The Amendment is attached hereto as Exhibit 10.1, and incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits

(d)
Exhibits
 
10.1
Amendment No. 1 to the Newfield Exploration Company 2010 Employee Stock Purchase Plan
 

  
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.


 
NEWFIELD EXPLORATION COMPANY
     
     
Date:   February 11, 2014
By:
 /s/ John D. Marziotti
   
John D. Marziotti
   
General Counsel and Corporate Secretary
 
 
 

 
2
 

Exhibit Index

Exhibit No.
 
  Description
10.1
 
Amendment No. 1 to the Newfield Exploration Company 2010 Employee Stock Purchase Plan
     



 
 
3
Exhibit 10.1

NEWFIELD EXPLORATION COMPANY
2010 EMPLOYEE STOCK PURCHASE PLAN

A mendment No. 1

This Amendment No. 1 (this “ Amendment ”) to the Newfield Exploration Company 2010 Employee Stock Purchase Plan (the “ Plan ” ) is made by the Compensation & Management Development Committee (the “ Committee ” ) of the Board of Directors of Newfield Exploration Company (the “ Company ” ), as follows:
 
WHEREAS, the Company sponsors the Plan for the benefit of its eligible employees;
 
WHEREAS, pursuant to Section 10.2 of the Plan, the Committee may amend the Plan at any time; and
 
WHEREAS, the Committee desires to amend the Plan to increase the maximum number of shares a participant may purchase during an offering period.
 
NOW, THEREFORE , pursuant to the Plan, the Committee hereby amends the Plan as follows:
 
1.   Share Limitation .  The last sentence of Section 4.4 of the Plan shall be deleted in its entirety and replaced with the following:
 
“Notwithstanding any other provision of the Plan, unless the Administrative Committee, with the advance approval of the Compensation & Management Development Committee, determines otherwise with respect to an Offering the maximum number of shares of Common Stock that that a Participant shall be permitted to purchase during an Offering Period is 1,000 shares.”
 
2.            Effect on Plan .  Except as otherwise set forth in this Amendment No. 1, the Plan shall remain in full force and effect.
 
3.            Effective Date of this Amendment .  This Amendment shall become effective as of February 5, 2014.
 
IN WITNESS WHEREOF, the Committee, by its duly authorized member, has executed this  Amendment No. 1 on this 5 th day of February, 2014.
 

COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE:


By:            /s/ John R. Kemp, III  
John R. Kemp III
Chair of the Committee