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): July 1, 2020

 

 

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-33784   20-8084793

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

123 Robert S. Kerr Avenue Oklahoma City, Oklahoma   73102
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code: (405) 429-5500

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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $0.001 par value   SD   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 Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Appointment of Mr. Salah Gamoudi as Chief Financial Officer and Chief Accounting Officer

Effective July 1, 2020, the Board appointed Mr. Salah Gamoudi as the Company’s Chief Financial Officer and Chief Accounting Officer.

Mr. Gamoudi, age 34, most recently served as the Company’s Vice President of Accounting and Finance beginning April 27, 2020. Prior to joining the Company, Mr. Gamoudi served as Vice President and Chief Accounting Officer at Jones Energy, Inc. from October 2018 to April 2020. Immediately before serving as Vice President and Chief Accounting Officer at Jones Energy, Inc., Mr. Gamoudi served as Chief Accounting Officer and Controller of Remora Petroleum, L.P. from 2017 to 2018. From 2015 to 2017, he served as Corporate Controller of Glacier Oil & Gas and its predecessor entity. From 2013 to 2015, he served as SOX and Internal Audit Manager of LRR Energy, L.P. and Lime Rock Resources. Prior to that, he served as an auditor for Deloitte and for Ernst & Young LLP. Mr. Gamoudi has a Bachelor of Arts in Accounting from Portland State University and is a Certified Public Accountant.

Mr. Gamoudi has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Gamoudi has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Gamoudi was not appointed as the Company’s Chief Financial Officer and Chief Accounting Officer pursuant to any arrangement or understanding with any other person.

Mr. Gamoudi receives an annual base salary of $250,000 per annum beginning April 27, 2020, and is eligible to participate in the Company’s Annual Incentive and Long Term Incentive Plans. Mr. Gamoudi is also be entitled to participate in the retirement, welfare, incentive, fringe and perquisite programs generally made available to executive officers of the Company. Mr. Gamoudi’s compensation will remain unchanged following his promotion to Chief Financial Officer and Chief Accounting Officer.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete copy of the Offer Letter, which is filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1 Offer Letter

SIGNATURE

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 thereunto duly authorized.

 

    SANDRIDGE ENERGY, INC.
    (Registrant)
Date: July 2, 2020     By:  

/s/ Carl F. Giesler, Jr.

     

Carl F. Giesler, Jr.

President and Chief Executive Officer

Exhibit 10.1

 

LOGO

April 24, 2020

Salah Gamoudi

Dear Salah:

We are pleased to extend you an offer of employment with SandRidge Energy, Inc. (“SandRidge”) as Vice President – Accounting & Finance. In this position you will report to Mike Johnson with an estimated start date of April 27, 2020.

Your initial annualized salary will be $250,000. As an employee in an exempt position, you will not be entitled to compensation for hours worked in excess of 40 hours per week. You will also be eligible for the following:

 

  •  

a target annual bonus of 50 percent of your annualized salary under SandRidge’s Annual Incentive Plan (“AIP”). Any bonus payment is subject to you being employed by SandRidge in good standing on the date of payment. The decision to award a bonus is solely at the discretion of SandRidge.

 

  •  

a one-time Long-Term Incentive (“LTI”) award of 300,000 units of restricted stock, to be granted as part of SandRidge’s regular LTI process, payable under and subject to the terms of the 2016 Omnibus Incentive Plan and the applicable award agreement. Currently our LTI practice consists of an equity award subject to a three-year vesting schedule and vests only if you are employed by SandRidge in good standing on the vesting date. The decision to award stock is solely at the discretion of SandRidge.

You will be eligible for the benefits of employment offered to comparable employees of SandRidge, subject to the terms of the specific benefit plan or program. You will be entitled to accrue 240 hours of Paid Time Off (“PTO”) under our existing PTO policy during each employment year. Your eligibility date for participation in the SandRidge health insurance plan will be the first day of the month following hire date.

All payments and awards are subject to your being actively employed by SandRidge in good standing on the award or payment date. Your employment with SandRidge is “at will” and as such, either you or SandRidge can terminate the employment relationship at any time, with or without cause, and with or without notice. Your “at will” employment may not be altered except in writing signed by you and approved by the Board of Directors of SandRidge (the “Board”) and no one except the Board has the authority to make any binding commitments to you regarding the terms of your employment with SandRidge. This employment offer is also contingent upon you successfully completing a pre-employment drug test, and background check. In addition, this offer letter does not guarantee any term of employment.

123 Robert S. Kerr Avenue, Oklahoma City, OK 73102 • Phone 405.429.5500, Fax 405.429.5977 • www.SandRidgeEnergy.com

Salah Gamoudi

April 24, 2020

Page 2

 

Please note that any appointment as an officer of the company will require approval by the Board of Directors.

Through your signature below you acknowledge and understand that you are not to utilize any legally protectable proprietary information that you may have obtained from your former employers during your employment with SandRidge.

If you have any questions regarding this employment offer, please do not hesitate to contact Amy Scott at (405) 429-5838. If you agree with and accept the terms set forth in this letter, please sign this original letter and return by April 27, 2020.

We look forward to you joining the SandRidge team.

 

Sincerely,      Accepted by:

/s/ Carl F. Giesler, Jr.

    

/s/ Salah Gamoudi                                                 4/24/2020

Carl F. Giesler, Jr.      Salah Gamoudi                                                              Date
Chief Executive Officer