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): November 28, 2017
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 001-32743
| Texas | 74-1492779 | |||
|
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
|
12377 Merit Drive Suite 1700 Dallas, Texas |
75251 | |||
| (Address of principal executive offices) | (Zip Code) |
(214) 368-2084
(Registrant’s telephone number, including area code)
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)) |
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. ☐
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 28, 2017, the Board of Directors of EXCO Resources, Inc. (the “ Company ”) approved Amendment Number Four (the “ Amendment ”) to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., as amended (the “ Director Plan ”), effective as of November 28, 2017. The Amendment replaces the automatic annual grant to each of the Company’s nonemployee directors of the number of shares of restricted common stock of the Company having an aggregate total value equal to $140,000 on the date of grant with an annual lump-sum cash payment of $140,000, payable on the second trading day following the date of the press release containing the Company’s third quarter earnings for a given fiscal year; provided, however, that the annual lump-sum cash payment occurring in calendar year 2017 was made on December 1, 2017 (each, an “ Annual Award ”). The Annual Awards will be paid pursuant to the Director Plan, which is a sub-plan to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan.
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. |
To the extent required by this Item 5.02, the information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Exhibits. |
| (d) | Exhibits |
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Exhibit No. |
Description of Exhibit |
|
| 10.1 | Amendment Number Four to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., effective as of November 28, 2017. | |
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: December 4, 2017 | By: | /s/ Heather L. Lamparter | ||||||
| Name: | Heather L. Lamparter | |||||||
| Title: | Vice President, General Counsel and Secretary | |||||||
Exhibit 10.1
AMENDMENT NUMBER FOUR TO THE
AMENDED AND RESTATED 2007 DIRECTOR PLAN OF
EXCO RESOURCES, INC.
This AMENDMENT NUMBER FOUR TO THE AMENDED AND RESTATED 2007 DIRECTOR PLAN OF EXCO RESOURCES, INC. (this “ Amendment ”), effective as of November 28, 2017 (the “ Effective Date ”), 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;
WHEREAS , the Board desires to amend the Plan to replace the automatic annual grant to each nonemployee director of the number of shares of restricted common stock of the Company having an aggregate total value equal to $140,000 on the date of grant, with an annual lump-sum cash payment of $140,000, payable on the second trading day following the date of the press release containing the Company’s third quarter earnings for a given fiscal year; provided, however, that the annual lump-sum cash payment occurring in calendar year 2017 shall be made on December 1, 2017; and
WHEREAS , this Amendment was approved by resolution of the full Board, effective as of the Effective Date.
NOW, THEREFORE , in accordance with Section 9(b) of the Plan and effective as of the Effective Date, the Company hereby amends the Plan as follows:
1. 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. Additional Compensation . On the second trading day following the date of the press release containing the Company’s third quarter earnings for a fiscal year, the Company shall pay each Nonemployee Director a lump-sum cash payment of $140,000; provided, however, that the annual lump-sum cash payment occurring in calendar year 2017 shall be made on December 1, 2017. Such lump-sum cash payment shall be in addition to the Director Fees and any other benefits with respect to the Director’s position with the Company or its Subsidiaries.
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
* * * * * * * * *
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/ Heather L. Lamparter | |
| Name: |
Heather Lamparter |
|
| Title: |
VP, General Counsel & Secretary |
|