UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2020
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 |
N/A
(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:
¨ 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 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 |
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 13(a) of the Exchange Act. ¨
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Compensatory Arrangements of Certain Officers
Compensation Reductions and Amendments to Severance Compensation Agreements
On March 9, 2020, Cimarex Energy Co. (the “Company” or “Cimarex”) entered into Severance Compensation Agreements (the “Agreements”) with each of Thomas E. Jorden (Chairman of the Board, Chief Executive Officer and President), Joseph R. Albi (Executive Vice President—Operations, Chief Operating Officer), John A. Lambuth (Senior Vice President—Exploration), G. Mark Burford (Senior Vice President and Chief Financial Officer), and Christopher Clason (Vice President and Chief Human Resources Officer), respectively (each, a “Named Officer”). The terms of the Agreements are described in the Company’s Form 8-K dated March 9, 2020.
On May 6, 2020, the Board of Directors of Cimarex approved temporary salary reductions for the Named Officers other than Mr. Albi and a temporary reduction of the cash portion of non-management director compensation due to the current business environment resulting from the COVID-19 pandemic, oil and gas demand destruction, and industry volatility. Mr. Albi’s salary was not reduced due to his impending retirement on July 1, 2020 Effective June 1, 2020, the salary of Mr. Jorden will be reduced 25% and the salaries of Messrs. Lambuth, Burford, and Clason, and other executive officers reporting to Mr. Jorden will be temporarily reduced 15%. Also effective June 1, 2020, the cash portion of compensation for non-management directors will be temporarily reduced 20%. These reductions will continue until December 31, 2020 or such other date approved by the Chair of the Compensation Committee of the Board.
In connection with the temporary salary reductions for certain of the Named Officers, the Board of Directors approved amendments to the Agreements. Pursuant to these amendments, the temporary salary reductions will not be taken into account in calculating severance benefits, which will be calculated using the pre-reduction base salary, and the Named Officers agree that the reductions do not constitute an event or circumstance included within the definition of “Good Reason” in the Agreements, such that the Named Officers may not voluntarily terminate employment for “Good Reason” and claim severance benefits under the Agreements.
This description of the Agreements and amendment to the Agreements above is merely a summary and is qualified in its entirety by reference to the Form of Amendment to Severance Compensation Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and the form of amendment attached to this Current Report on Form 8-K as Exhibit 10.2.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
D. Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Severance Compensation Agreement (filed as Exhibit 10.1 to Registrant’s Form 8-K filed on March 13, 2020 (Commission File No. 001-31446) as incorporated by reference) | |
| 10.2 | Form of Amendment to Severance Compensation Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 12, 2020 | By: | /s/ Francis B. Barron |
| Francis B. Barron | ||
| Senior Vice President—General Counsel | ||
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Exhibit 10.2
[Cimarex letterhead]
[ ], 2020
[Executive]
[address]
| RE: | Severance Compensation Agreement, by and between Cimarex Energy Co. (the “Company”) and [ ] (the “Executive”) dated as of [ ], 2020 (the “Agreement”) |
Dear [ ],
Pursuant to Section 8.10 of the Agreement, this letter is to document the agreement of the Company and the Executive that, for purposes of the Agreement and notwithstanding any language to the contrary therein, any reduction in the Executive’s base salary implemented in 2020 as part of a bona-fide cost-saving program applied generally to the Company’s executive team (i) will not be taken into account in calculating the Executive’s “Annual Average Compensation”, as that term is defined in the Agreement, it being agreed that Executive’s “Annual Average Compensation” shall instead be calculated assuming Executive’s pre-reduction base salary had continued in effect without change until such time as the Executive’s base salary is restored to its pre-reduction level or higher, and (ii) is hereby consented to in writing by Executive, and will not result, directly or indirectly, in an event or circumstance included within the definition of “Good Reason” in the Agreement.
If you agree with the foregoing, please countersign and return a copy of this letter to the undersigned.
| Sincerely, | |
| CIMAREX ENERGY CO. | |
| Name: | |
| Title: |
Accepted and agreed on __, 2020
| Name: |