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): May 22, 2014
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-32743 | 74-1492779 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
12377 Merit Drive
Suite 1700, LB 82 Dallas, Texas |
75251 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 368-2084
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 22, 2014, the Board of Directors (the “Board”) of EXCO Resources, Inc. (the “Company”) approved Amendment Number Two (the “Amendment”) to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., as amended (the “Director Plan”), effective as of May 22, 2014. The Amendment (i) removes the automatic annual stock option grants to each of the Company’s nonemployee directors and (ii) provides automatic annual grants of 5,000 shares of restricted stock to each of the Company’s nonemployee directors. The automatic annual grants of shares of restricted stock will be issued underneath the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, as amended (the “Incentive Plan”) on the second trading day after the press release containing the Company’s third quarter earnings is issued beginning in 2014 and continuing on an annual basis at such time every year thereafter.
The shares of restricted stock will vest in full on the first anniversary of the date of grant; provided, that no shares of restricted stock granted to a nonemployee director under the Director Plan and the Incentive Plan will vest, and any shares that would otherwise have vested will be forfeited, in any fiscal year in which the director attends less than seventy-five percent (75%) of the Board meetings held for that fiscal year. In the event a nonemployee director ceases to serve as a director for any reason, such director’s unvested shares of restricted stock will be forfeited.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
|
| 10.1 | Amendment Number Two to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of May 22, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXCO RESOURCES, INC. | ||||||
| Date: May 29, 2014 | By: | /s/ Mark F. Mulhern | ||||
| Name: Mark F. Mulhern | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Description of Exhibit |
|
| 10.1 | Amendment Number Two to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of May 22, 2014. | |
Exhibit 10.1
AMENDMENT NUMBER TWO TO THE
AMENDED AND RESTATED 2007 DIRECTOR PLAN
OF EXCO RESOURCES, INC.
This AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED 2007 DIRECTOR PLAN OF EXCO RESOURCES, INC. (this “ Amendment ”), dated as of May 22, 2014, is made and entered into by EXCO Resources, Inc., a Texas corporation (the “ Company ”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated 2007 Director Plan of EXCO Resources, Inc. (the “ Plan ”).
RECITALS
WHEREAS , Section 9(b) of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time by a resolution adopted by two-thirds of the Board; and
WHEREAS , the Board desires to amend the Plan to (i) remove the automatic annual grants of Options to Nonemployee Directors to purchase 5,000 Shares, and (ii) provide for the automatic annual grants of 5,000 shares of restricted stock to Nonemployee Directors.
NOW, THEREFORE , in accordance with Article 9 of the Plan, effective as of May 22, 2014, the Company hereby amends the Plan as follows:
1. Section 2 of the Plan is hereby amended by deleting the definition of “Option” in its entirety.
2. The Plan is hereby amended by deleting all references in the plan to the defined term “Option” and replacing such references with the defined term “Restricted Shares.”
3. Section 2 of the Plan is hereby amended by adding the following definition of “Restricted Shares”:
“Restricted Shares” means restricted Shares issued or transferred to a Director pursuant to Section 3(b) of this Plan which are subject to restrictions or limitations set forth in this Plan and the Incentive Plan (referred to as “Restricted Stock” under the terms of the Incentive Plan).
4. Section 3(b) of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 3(b):
(b) Restricted Shares . Restricted Shares described in Section 5 of this Director Plan shall be issued as pursuant to the Incentive Plan and shall be subject to all of the terms and provisions thereof. With respect to such Restricted Shares, if there is a conflict between the terms of this Director Plan and the Incentive Plan, the terms of the Incentive Plan shall be given effect and the conflicting provisions hereof shall be disregarded. If any Restricted Shares granted hereunder shall terminate, expire, or be canceled or surrendered, such Restricted Shares shall thereafter be available for Awards under Article V of the Incentive Plan.
5. Section 5 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5:
5. Automatic Grant of Restricted Shares .
(a) Automatic Annual Grant of Restricted Shares to Nonemployee Directors . Beginning in 2014 (and continuing annually thereafter), on the second trading day following the date of the press release containing the Company’s third quarter earnings, on a nondiscriminatory basis, each Nonemployee Director shall automatically be granted 5,000 Restricted Shares. The Restricted Shares described in this subparagraph (a) shall vest in full and become nonforfeitable on the first anniversary of the applicable date of grant.
(b) Modification of Vesting . The foregoing notwithstanding, no Restricted Shares subject to a Director’s grant of Restricted Shares shall vest in any fiscal year in which the Director attends less than seventy-five percent (75%) of the Board meetings held for that fiscal year; failure to attend the requisite number of meetings during a given fiscal year shall result in a forfeiture of the Restricted Shares that were eligible to vest in that year. In the event a Director ceases to serve as a Director for any reason, the unvested Restricted Shares shall be forfeited.
(c) Benefits Not Exclusive . Restricted Shares automatically granted to Directors pursuant to this Section 5 shall be in addition to the Director Fees or any other benefits with respect to the Director’s position with the Company or its Subsidiaries.
6. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
[ Signature page to follow ]
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IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.
| EXCO RESOURCES, INC. | ||
| By: | /s/ William L. Boeing | |
| Name: William L. Boeing | ||
| Title: Vice President, General Counsel and Secretary | ||
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