CIMAREX ENERGY CO (Form: 8-K, Received: 11/02/2015 12:10:41)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

November 2, 2015

Date of Report

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware		001-31446		45-0466694
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 3700, Denver, Colorado		80203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 303-295-3995

(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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Election of Director

Effective October 30, 2015, the Board of Directors of Cimarex Energy Co. (the “Company”) appointed Lisa A. Stewart as a new director of the Company. Also effective October 30, 2015, Ms. Stewart was appointed to serve on the Audit Committee of the Board of Directors. Ms. Stewart will stand for election by the shareholders at Cimarex’s annual meeting held in 2016. The Board determined from Ms. Stewart’s qualifications and experience that she meets the New York Stock Exchange’s standards of being financially literate.

Ms. Stewart is Chairman and Chief Investment Officer of Sheridan Production Partners, a privately-owned oil and gas operating company she founded in 2007. Ms. Stewart served as a director on the board of Talisman Energy, Inc., a public Canadian oil and gas exploration and production company traded on the New York Stock Exchange and Toronto Stock Exchange, from 2009 until its acquisition in May 2015. Prior to 2007, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P from 2004 to 2006. From 1984 to 2004, Ms. Stewart served as Executive Vice President of Apache Corporation with responsibility in various departments of Apache, which included reservoir engineering, business development, land, environmental, health and safety and corporate purchasing. Ms. Stewart’s over 30 years of experience in the oil and gas industry and extensive leadership roles are key attributes that make her well qualified to serve as a director of the Company.

As a non-employee director, Ms. Stewart will be entitled to receive director compensation, which includes an annual retainer, meeting attendance fees and equity in the form of restricted stock, previously approved by our Compensation and Governance Committee, which will be paid on a pro rata basis until her election by the shareholders in 2016. As a result of the proration, on the effective date of her appointment as a director Ms. Stewart will receive $43,750 of the $75,000 annual retainer and 889 shares of restricted stock having a value of $105,000 of the $180,000 annual restricted share grant. A copy of the form of award agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K.

The Company and Ms. Stewart also agreed to enter into an indemnification agreement in the form entered into with other directors and officers of the Company. The form of this agreement is incorporated by reference into this Form 8-K.

ITEM 7.01 REGULATION FD DISCLOSURE

On November 2, 2015, the Company issued a press release concerning the election of Lisa A. Stewart as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

D. Exhibits

Exhibit No.		Description

10.1		Form of Indemnification Agreement between Cimarex Energy Co. and each of its executive officers and directors. [Incorporated by references to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 26, 2013 (Commission File No. 001-31446).]

10.2		Form of Notice of Grant of Restricted Stock (Director) and Award Agreement

99.1		Cimarex News Release, dated November 2, 2015

SIGNATURE

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.

	CIMAREX ENERGY CO.


Dated: November 2, 2015	By:	/s/ Francis B. Barron
		Francis B. Barron,
		Senior Vice President—General Counsel,
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

10.1		Form of Indemnification Agreement between Cimarex Energy Co. and each of its executive officers and directors. [Incorporated by references to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 26, 2013 (Commission File No. 001-31446).]

10.2		Form of Notice of Grant of Restricted Stock (Director) and Award Agreement

99.1		Cimarex News Release, dated November 2, 2015

Exhibit 10.2

NOTICE OF GRANT OF RESTRICTED STOCK (DIRECTOR)

AND AWARD AGREEMENT

Name of Director

Date of Grant	June 1, 2015

Number of Shares of Restricted Stock	[ ]

Vesting Schedule	One-third of the Shares vest each year on May 1 st beginning on May 1, 2016

By accepting this agreement, you and Cimarex Energy Co. (the “Company”) agree that the Restricted Stock is granted under and governed by the terms and conditions of the Company’s 2014 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), both of which are attached and made a part of this document. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

CIMAREX 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD (DIRECTOR) NOTICE OF GRANT AND AWARD AGREEMENT

AWARD AGREEMENT

1. Grant of Restricted Stock. The Company grants you Shares of Restricted Stock as set forth in the foregoing Notice of Grant. The Shares of Restricted Stock may be evidenced in the manner the Company deems appropriate, including, without limitation, a book-entry registration or issuance of a stock certificate or certificates.

2. Restrictions on Transfer. You shall not sell, assign, transfer by gift or otherwise, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, any of the Shares for the period commencing on the Date of Grant and ending on the date that the shares become fully vested as provided in Section 3 or as otherwise permitted by this Agreement or the terms of the Plan.

3. Vesting. Except as otherwise provided in this Agreement, the Restricted Stock shall vest in one-third increments annually on May 1 st beginning on May 1, 2016.

4. Termination of Service.

(a) Death or Disability. If your service on the Company’s Board of Directors terminates on account of death or Disability, any unvested Shares will be fully vested and payable on the date of such death or disability.

(b) Other Terminations. If you cease performing services for the Company for any reason other than death or Disability, whether or not your termination is voluntary or involuntary, your Restricted Stock will be forfeited, and you shall immediately transfer and assign to the Company, without any consideration, all unvested Restricted Stock, and you shall not exercise any of the privileges or rights of a stockholder with respect to the unvested Restricted Stock.

5. Change in Control. Upon the occurrence of a Change in Control, the Restricted Stock will be fully vested and freely transferable, except that you shall not make any sale or transfer that would conflict with or violate any of the provisions of the Securities Act of 1933 or applicable state securities laws or the Company’s insider trading policy. The Committee may also provide for the assumption or substitution of the Restricted Stock by the surviving entity on terms comparable to the terms of this Agreement and may make any other provision for the Restricted Stock as the Committee, in its sole discretion, deems appropriate.

6. Removal of Restrictions. Upon the vesting of the Restricted Stock, the Company shall deliver Shares to you. The Company may elect to electronically deliver the Shares to a brokerage account designated by you.

7. Effect of Prohibited Transfer. If any transfer of Shares of Restricted Stock is made or attempted to be made contrary to the terms of this Agreement, the Company will have the right to acquire, without the payment of any consideration, such Shares from you or your transferee, at any time before or after a prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available to it. The Company may refuse for any purpose to recognize any transferee who receives Shares contrary to the provisions of this Agreement as a stockholder and may retain and/or recover all dividends on such Shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.

8. Adjustments to the Stock . During the Restriction Period, the Plan provides for certain adjustments to the number of Shares in connection with a reorganization or other changes to the Company’s common stock.

9. Rights as a Stockholder. You will have the right to receive dividends and to vote the Shares of any unvested Shares. If any dividends or distributions are paid in Shares of Common Stock, all of these Shares will be subject to the same restrictions on transferability as the Shares of Restricted Stock with respect to which they were paid.

10. Miscellaneous.

(a) Notices . Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered electronically, personally or mailed (U.S. Mail) by the Company to you at your then current address as maintained by the Company or such other address as you may advise the Company in writing. Any such notice shall be deemed to have been given as of the second day after deposit in the United States mails, postage prepaid, properly addressed as set forth in this paragraph, in the case of a mailed notice, or as of the date delivered in the case of electronic or personal delivery.

(b) Amendment . Except as provided herein or in the Plan this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and you.

(d) Construction; Severability . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(e) Waiver . Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Committee appointed under the Plan, but only to the extent permitted under the Plan.

(f) Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and the Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(g) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant.

	CIMAREX ENERGY CO.


	By
		Thomas E. Jorden
		Chief Executive Officer and President


	DIRECTOR

Exhibit 99.1

N E W S

Cimarex Energy Co.

1700 Lincoln Street, Suite 3700
Denver, CO 80203
Phone: (303) 295-3995

Lisa A. Stewart Joins Cimarex Board of Directors

DENVER, November 2, 2015 - The Board of Directors of Cimarex Energy Co. (NYSE: XEC) today announced the appointment of Lisa A. Stewart as an independent director of Cimarex effective October 30, 2015. Ms. Stewart will be a member of the Audit Committee.

Cimarex Chairman, President and Chief Executive Officer, Thomas E. Jorden, stated, “Lisa brings 30 years of diverse experience in the oil and gas industry to the Cimarex board. We welcome her perspective and thank her for her willingness to serve as a director of Cimarex.”

Ms. Stewart is Chairman and Chief Investment Officer of Sheridan Production Partners, a privately-owned oil and gas operating company she founded in 2007. Prior to 2007, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P from 2004 to 2006. From 1984 to 2004, Ms. Stewart was with Apache Corporation where she most recently served as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety and corporate purchasing.

Ms. Stewart served as a director at Talisman Energy Inc. from 2009 until its acquisition in May 2015, including as the Chair of the Reserves Committee and a member of the Human Resources Committee.

About Cimarex Energy

Denver-based Cimarex Energy Co. is an independent oil and gas exploration and production company with principal operations in the Anadarko and Permian Basins of the U.S.

FOR FURTHER INFORMATION CONTACT

Cimarex Energy Co.

Karen Acierno

303.285.4957
www.cimarex.com