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): April 12, 2019

 

 

Roan Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-32720   83-1984112

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

14701 Hertz Quail Springs Pkwy

Oklahoma City, OK

  73134
(Address of Principal Executive Offices)   (Zip Code)

(405) 896-8050

Registrant’s Telephone Number, including Area Code

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))

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 April 12, 2019, Tony C. Maranto, resigned from his positions as President, Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Roan Resources, Inc. (the “Company”). The resignation was not the result of any dispute or disagreement with the Company or any matter related to the Company’s operations, policies or practices. The Company plans to conduct a search to identify a Chief Executive Officer candidate to serve as Mr. Maranto’s successor.

Following Mr. Maranto’s resignation, on April 15, 2019, the Board appointed Joseph A. Mills as Executive Chairman and the principal executive officer of the Company, each on an interim basis until the search for a new Chief Executive Officer is complete. The additional biographical and other information concerning Mr. Mills required by Item 5.02(c) of Form 8-K was included in the Company’s current report on Form 8-K filed on November 6, 2018 and is incorporated by reference herein. In connection with Mr. Mills’ appointment as Executive Chairman, the Company and Mr. Mills entered into a letter agreement (the “Mills Letter”). Pursuant to the Mills Letter, Mr. Mills will receive an annualized base salary of $400,000 and will not receive any additional cash compensation for services he provides as a member of the Board.

The foregoing description of the Mills Letter does not purport to be complete and is qualified in its entirety by reference to the Mills Letter, as applicable, a copy of which is filed as Exhibits 10.1 hereto and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
    No.    

  

Description

10.1    Letter Agreement by and between Roan Resources, Inc. and Joseph A. Mills, dated April 13, 2019.

 

2

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.

 

Dated: April 18, 2019   ROAN RESOURCES, INC.
  By:  

  /s/ David Treadwell

      Name:   David Treadwell
      Title:  

Vice President, General Counsel and

Corporate Secretary

 

3

Exhibit 10.1

 

 
LOGO   

14701 Hertz Quail Springs Parkway

Oklahoma City, OK 73134

 

(405) 241-2271

 

info@roanresources.com

 

ROANRESOURCES.COM

April 13, 2019

Joseph A. Mills

By E-mail

Dear Joe:

On behalf of Roan Resources, Inc. (the “ Company ”), I am pleased to provide you with this letter memorializing the terms of your employment as Executive Chairman of the Board of Directors of the Company (the “ Board ”), effective as of April 15, 2019.

During the period in which you serve as the Executive Chairman (the “ Term ”), as compensation for services provided by you, you will receive an annualized base salary of $400,000, less applicable taxes and other withholdings, payable in accordance with the Company’s payroll practices in effect from time to time.

Your duties and responsibilities as Executive Chairman will be determined from time to time by the Board. During the Term, you will also be designated as the Company’s principal executive officer, and in such capacity, you will be responsible for providing certifications containing representations regarding the Company’s periodic reports filed with the Securities and Exchange Commission in accordance with applicable securities laws.

During the Term, you will not be eligible to receive any additional cash compensation for your service as a member of the Board. The outstanding restricted stock units granted to you on November 7, 2018 shall remain outstanding and eligible to vest pursuant to the terms and conditions set forth in the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement evidencing such award and the Roan Resources, Inc. Amended and Restated Management Incentive Plan. During the Term, the Company will pay, or reimburse you for, all reasonable expenses to cover housing and travel while you exercise your duties as Executive Chairman of the Company, which payment or reimbursement will be subject to the Company’s expense policies as in effect from time to time. For the avoidance of doubt, the expenses subject to the previous sentence will include reimbursement for reasonable travel expenses to and from your home in Houston, Texas and Tulsa, Oklahoma and hotel or apartment expenses incurred by you while staying in Oklahoma City, Oklahoma while performing your duties for the Company.

Your employment is not for a specific term and is terminable at-will. This means that you are not entitled to remain an employee or officer of the Company or any of its subsidiaries for any particular period of time, and either you or the Board may terminate the employment relationship at any time, with or without notice, and for any reason not prohibited by applicable law. Upon a termination of your employment, you will not be eligible for any severance pay or

LOGO   

14701 Hertz Quail Springs Parkway

Oklahoma City, OK 73134

 

(405) 241-2271

 

info@roanresources.com

 

ROANRESOURCES.COM

 

other severance benefits, regardless of the reason for such termination of your employment. During the Term, you will be expected to comply with all of the Company’s policies and procedures in effect from time to time.

You expressly promise to abide by all obligations to all other current or former employers and other third parties in the course of performing your services for the Company. In addition, you promise that you will not provide the Company with any confidential, proprietary or legally protected information belonging to any current or former employer or other third party and in no circumstances will you use or disclose such information in the course of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your current or former employer(s) before removing or copying the documents or information.

Your employment is subject to your entry into, and agreement to abide by the terms of, the enclosed Confidentiality, Intellectual Property and Arbitration Agreement.

We look forward to your contributions to the Company as Executive Chairman and appreciate your willingness to assume this role. To acknowledge the terms of your employment memorialized in this letter, please sign below.

 

Sincerely,
ROAN RESOURCES, INC.
By:  

        /s/ David C. Treadwell

  David C. Treadwell
  Vice President, General Counsel and
  Corporate Secretary

 

ACKNOWLEDGED AND AGREED:

/s/ Joseph A. Mills

Joseph A. Mills
Date: 04/13/2019