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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):           September 22, 2021  

 

 

 

Tellurian Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-5507   06-0842255
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1201 Louisiana Street, Suite 3100, Houston, TX   77002
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:        (832) 962-4000  

 

 

(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, par value $0.01 per share   TELL   Nasdaq Capital Market

 

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.

 

On September 22, 2021, the board of directors (the “Board”) of Tellurian Inc. (the “Company”) appointed James Bennett as a director of the Company. No family relationships exist between Mr. Bennett and any of the Company’s directors and executive officers. There are no transactions in which the Company is or was a participant and in which Mr. Bennett has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Bennett is expected to enter into the Company’s standard form of director indemnification agreement. The Board appointed Mr. Bennett to serve on the Audit Committee of the Board. Mr. Bennett was awarded shares of restricted stock consistent with the Company’s existing director compensation policy.

 

Item 7.01 Regulation FD Disclosure.

 

Also on September 22, 2021, the Company issued a press release regarding the appointment of Mr. Bennett as a director of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
99.1   Press Release, dated as of September 22, 2021
     
104   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101)

 

 

 

 

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.

 

  TELLURIAN INC.
     
  By: /s/ L. Kian Granmayeh
  Name: L. Kian Granmayeh
  Title: Executive Vice President and Chief Financial Officer

 

Date: September 22, 2021

 

 

 

 

Exhibit 99.1

 

 

 

Tellurian names James D. Bennett to Board of Directors

 

HOUSTON, Texas – (BUSINESS WIRE) September 22, 2021 -- Tellurian Inc. (Tellurian) (NASDAQ: TELL) today named energy and financial industry veteran James D. Bennett as a new independent Board member. Mr. Bennett is the former President and CEO of SandRidge Energy, Inc. (NYSE: SD) and previously served as a Managing Director first at GSO Capital Partners and then at White Deer Energy. He is a current board member and Executive Chairman of Tapstone Energy Inc.

 

Executive Chairman Charif Souki said, “Tellurian adds both upstream and investment bench strength to our already robust Board with the addition of James. He brings over 30 years of experience which will be invaluable as we focus on enhancing our Haynesville upstream position.”

 

About Tellurian Inc.

 

Tellurian intends to create value for shareholders by building a low-cost, global natural gas business, profitably delivering natural gas to customers worldwide. Tellurian is developing a portfolio of natural gas production, LNG marketing and trading, and infrastructure that includes an ~ 27.6 mtpa LNG export facility and an associated pipeline. Tellurian is based in Houston, Texas, and its common stock is listed on the Nasdaq Capital Market under the symbol “TELL”.

 

For more information, please visit www.tellurianinc.com. Follow us on Twitter at twitter.com/TellurianLNG

 

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “anticipate,” “assume,” “believe,” “budget,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “may,” “plan,” “potential,” “project,” “proposed,” “should,” “will,” “would,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements herein relate to, among other things, the capacity, timing, and other aspects of the Driftwood project and the development of Tellurian’s upstream position. These statements involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include the matters discussed in Item 1A of Part I of the Annual Report on Form 10-K of Tellurian for the fiscal year ended December 31, 2020 filed by Tellurian with the Securities and Exchange Commission (the SEC) on February 24, 2021, and other Tellurian filings with the SEC, all of which are incorporated by reference herein. The forward-looking statements in this press release speak as of the date of this release. Although Tellurian may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.

 

Contact

 

Media:   Investors:
Joi Lecznar   Matt Phillips
EVP Public and Government Affairs   Vice President, Investor Relations
Phone +1.832.962.4044   Phone +1.832.320.9331
joi.lecznar@tellurianinc.com   matthew.phillips@tellurianinc.com

 

1201 Louisiana Street Suite 3100 | Houston, TX 77002 | TEL + 1 832 962 4000 | www.tellurianinc.com