CIMAREX ENERGY CO (Form: 8-K, Received: 05/29/2019 16:56:56)

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 and Exchange Act of 1934.

Date of Report (Date of earliest event reported): May 28, 2019

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 (17 CFR 230.425)

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

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 o

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 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		XEC		New York Stock Exchange

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

Resignation of Director; Appointment as Director Emeritus

On May 28, 2019, David A. Hentschel submitted his resignation as a director of Cimarex Energy Co. (the “Company” or “Cimarex”) effective as of May 31, 2019. Mr. Hentschel’s resignation was not a result of any disagreement with the Company regarding any matter relating to its operations, policies and practices.

In connection with his retirement from the Board on May 31, 2019, the Board appointed Mr. Hentschel effective that date as Director Emeritus for up to a two-year term. As compensation for serving as Director Emeritus, Mr. Hentschel will be entitled to an annual retainer of $85,000 payable on June 1, 2019 and June 1, 2020. The Company also will enter into an indemnification agreement with Mr. Hentschel with substantially the same terms as his current indemnification agreement as a Director.

Election of Director

On May 28, 2019, the Board of Directors of Cimarex approved the appointment of Paul N. Eckley as a director of the Company effective as of May 31, 2019 immediately after the resignation of David A. Hentschel. Mr. Eckley also was appointed effective May 31, 2019 to serve on the Compensation and Governance Committee of the Board of Directors. Mr. Eckley will stand for election as director by the shareholders at Cimarex’s annual meeting held in 2020.

Mr. Eckley, 63, is Senior Vice President — Investments at State Farm® Corporate Headquarters in Bloomington, Illinois. Mr. Eckley joined State Farm in 1977 as an investment analyst at Corporate Headquarters in Bloomington, Illinois. He was promoted to investment officer there in 1990 and then vice president — common stocks in 1995. He assumed his current position in 1998. Mr. Eckley was a director of the Emerging Markets Growth Fund owned by the Capital Group from 2005 until November 2016, including serving as Chairman of the Board of that Fund from January 2014 through November 2016.

Mr. Eckley received a bachelor’s degree in economics and history from Northwestern University in Evanston, Illinois in 1975 and a master of business administration degree from the University of Chicago in 1977. He earned the Chartered Financial Analyst (CFA) designation in 1981.

Mr. Eckley’s 42 year of experience in investments in public and private companies, including companies in the oil and gas industry, and extensive leadership roles are key attributes that make him well qualified to serve as a director of the Company.

As a non-employee director, Mr. Eckley will be entitled to receive director compensation, which includes an annual retainer and equity in the form of restricted stock, previously approved by our Compensation and Governance Committee. On June 1, 2019, at the same time as other non-employee directors, Mr. Eckley will receive an annual retainer of $105,000 and shares of

restricted stock having a value of $200,000 for the 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 Mr. Eckley 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 May 28, 2019, the Company issued a press release concerning the appointment of Paul N. Eckley 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 May 28, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Cimarex has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIMAREX ENERGY CO.


Dated: May 29, 2019	By:	/s/ Francis B. Barron
		Francis B. Barron,
		Senior Vice President—General Counsel

Exhibit 10.2

NOTICE OF GRANT OF RESTRICTED STOCK (DIRECTOR)

AND AWARD AGREEMENT

Name of Director

Date of Grant		June 1, 2019

Number of Shares of Restricted Stock		[ ]

Vesting Schedule		Shares shall vest on the earlier to occur of (i) the termination of the service as a director other than because of removal or (ii) May 1, 2020

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 2019 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 2019 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 on the earlier to occur of (i) the termination of the service as a director other than because of removal or (ii) May 1, 2020.

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) Removal. If you are removed from service as a director in accordance with the Company’s Bylaws, 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

Cimarex Announces Changes to its Board of Directors:
Paul N. Eckley Joins Following the Retirement of David Hentschel

DENVER, May 28, 2019 - Cimarex Energy Co. (NYSE: XEC) today announced the retirement of David A. Hentschel from its Board of Directors and the appointment of Paul N. Eckley as an independent director of Cimarex effective May 31, 2019. Mr. Eckley will be a member of the Compensation and Governance Committee.

Cimarex Chairman, President and Chief Executive Officer, Tom Jorden, stated, “We want to thank Dave Hentschel for his dedicated service to Cimarex since joining our Board of Directors in 2002 upon the founding of the company. Dave helped guide Cimarex to become a premier operator in two of the best basins in the United States. We are delighted that Dave has agreed to serve as Director Emeritus for the next two years so that we will have ongoing access to his wisdom, insights, and tremendous depth of operational experience.”

Mr. Jorden went on to say, “We are very pleased to announce the addition Paul Eckley to the Cimarex board. His 42 years of experience investing in public and private companies across all sectors, including the oil and gas industry, coupled with the extensive leadership roles he has held, make him well qualified to serve as a director at Cimarex. We welcome his perspective and thank him for his willingness to serve.”

Mr. Eckley currently serves as Senior Vice President — Investments at State Farm ® Corporate Headquarters in Bloomington, Illinois, a position he has held since 1998. He joined State Farm in 1977 as an investment analyst, was promoted to Investment Officer in 1990 and became Vice President — Common Stocks in 1995. State Farm is a top ten owner of Cimarex. Mr. Eckley was a director of the Emerging Markets Growth Fund owned by the Capital Group from 2005 until November 2016, including serving as Chairman of the Board of that fund from January 2014 through November 2016.

Mr. Eckley earned a bachelor’s degree in economics and history from Northwestern University in 1975 and a Master of Business Administration from the University of Chicago in 1977. He earned the Chartered Financial Analyst (CFA) designation in 1981.

About Cimarex Energy

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

FOR FURTHER INFORMATION CONTACT

Karen Acierno — Vice-President of Investor Relations
303.285.4957