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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 23, 2019
CIMAREX ENERGY CO.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-31446
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45-0466694
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1700 Lincoln Street, Suite 3700, Denver, Colorado
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80203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code
303-295-3995
(Former name or former address, if changed
since last report.)
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock ($0.01 par value)
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XEC
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New York Stock Exchange
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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:
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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. ¨
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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Resignation of Director; Appointment as Director Emeritus
On September 23, 2019, Michael J. Sullivan submitted his resignation
as a director of Cimarex Energy Co. (the “Company” or “Cimarex”) effective as of September 30, 2019. Mr.
Sullivan’s resignation was not a result of any disagreement with the Company regarding any matter relating to its operations,
policies and practices.
In connection with his retirement from the Board, the Board
appointed Mr. Sullivan effective September 30, 2019 as Director Emeritus for up to a two-year term ending on September 30, 2021.
As compensation for serving as Director Emeritus, Mr. Sullivan will be entitled to an annual retainer of $85,000 payable on June
1, 2020 and a pro-rated retainer of $28,333 payable on June 1, 2021 for the period from June 1, 2021 through September 30, 2021.
The Company also will enter into an indemnification agreement with Mr. Sullivan with substantially the same terms as his current
indemnification agreement as a Director.
Election of Director
The Board of Directors of Cimarex approved the appointment of
Kathleen A. Hogenson as a director of the Company effective immediately after the resignation of Michael J. Sullivan, which occurred
on September 23, 2019. Ms. Hogenson also was appointed effective September 30, 2019 to serve on the Nominating Committee of the
Board of Directors. Ms. Hogenson will stand for election as director by the shareholders at Cimarex’s annual meeting held
in 2020.
Ms. Hogenson, 59, is President and Chief Executive Officer
at Zone Oil & Gas LLC, an independent oil and gas advisory company focused on the acquisition, exploration, development,
production optimization and the operation of oil and gas properties, which she co-founded in 2007. Ms. Hogenson has served as
a director for First Quantum Minerals Ltd., a public Canadian-based mining and metals company traded on the Toronto Stock
Exchange, since 2017. She also serves as a director for Verisk Analytics Inc., a publicly traded company on the Nasdaq, since
2016. From 2013 to 2016, Ms. Hogenson served as a director of Petrofac Ltd., an international oilfield services company
listed on the London Stock Exchange. Prior to 2007, Ms. Hogenson served as President and Chief Executive Officer of Santos
USA Corp. from 2001 to 2007. From 1998 to 2001, Ms. Hogenson served for Unocal Corp. in various positions including Vice
President of Technology, Global Chief Engineer Reservoir, and Manager, Global Reservoir Technology. Ms. Hogenson’s over
35 years of experience in the oil and gas industry and extensive leadership roles are key attributes that make her well
qualified to serve as a director of the Company.
As a non-employee director, Ms. Hogenson will be entitled to
receive director compensation, which includes an annual retainer and equity in the form of restricted stock, previously approved
by our Compensation and Governance Committee. On September 30, 2019, Ms. Hogenson will be paid on a pro rata basis until her election
by the shareholders in 2020. As a result of the proration, on the effective date of her appointment as a director Ms. Hogenson
will receive $70,000 of the $105,000 annual retainer and shares of restricted stock having a value of $133,333 of the $200,000
annual restricted share grant. The form of award agreement is incorporated by reference into this Form 8-K.
The Company and Ms. Hogenson also agreed to enter into an indemnification
agreement in the form entered into with other directors and officers of the Company. The form of this agreement is incorporated
by reference into this Form 8-K.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On September 23, 2019, the Company issued a press release concerning
the appointment of Kathleen A. Hogenson as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information under this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any filing.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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D. Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CIMAREX ENERGY CO.
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Dated: September 23, 2019
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By:
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/s/ Francis B. Barron
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Francis B. Barron,
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Senior Vice President—General Counsel
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Exhibit 10.1
CIMAREX ENERGY CO.
DIRECTOR EMERITUS AGREEMENT
This Director Emeritus
Agreement (this “Agreement”) is entered into by and between Cimarex Energy Co. (the “Company”), a Delaware
corporation, and Michael J. Sullivan (“Mr. Sullivan”) effective September 30, 2019 (the “Effective Date”).
WHEREAS, Michael J. Sullivan informed
the Board of Directors of the Company (the “Board”) that he will resign as a Director on the Effective Date and the
Board believes it is in the best interests of the Company to appoint Mr. Sullivan as a Director Emeritus following the completion
of his term as a Director;
WHEREAS, the
Company recognizes the specialized knowledge and expertise of Mr. Sullivan related to the business affairs of the Company and the
oil and gas industry generally, and that upon Mr. Sullivan’s retirement, the Board of Directors of the Company wishes to
appoint Mr. Sullivan to the position of Director Emeritus of the Company; and
WHEREAS, Mr.
Sullivan and the Company desire to enter into this Agreement in order to detail the terms and conditions of such Director Emeritus
relationship hereinafter contained;
NOW, THEREFORE,
in consideration of the covenants and terms contained in this Agreement, and of the mutual benefits accruing to the Company and
Mr. Sullivan therefrom, the Company and Mr. Sullivan, intending to be legally bound, do hereby agree as follows:
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1.
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Business Relationship.
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Effective immediately following the resignation of Mr. Sullivan
as a Director on the Effective Date, Mr. Sullivan shall be appointed as a Director Emeritus to serve until September 30, 2021 or
until his earlier resignation or removal by the vote of a majority of the Board.
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2.
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Director Emeritus Duties.
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(a)
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Mr. Sullivan’s service as Director Emeritus shall have the following terms and conditions
and such other or amended terms and conditions as determined from time to time by the Board: Mr. Sullivan shall serve as a consultant
to the Board; may be invited to attend regular meetings of the Board and, if present, may participate in the discussions occurring
at such meetings; shall not be counted for the purpose of determining whether a quorum is present and shall have no ability to
vote on or consent to any matters brought before the Board; shall not have any of the responsibilities or liabilities of a Director,
nor any of a Director’s rights, powers or privileges, including any decision-making power; shall remain subject to the Company’s
Code of Business Conduct and Ethics, Insider Trading Policy, and Insider Trading Policy Additional Procedures; shall continue to
be subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended; and shall be entitled to an indemnification
agreement with the Company is substantially the form of his current indemnification agreement with the Company as a Director of
the Company.
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(b)
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Mr. Sullivan shall exercise a reasonable degree of skill, prudence and care in performing the services
referred to in Section 2(a) above.
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(c)
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Mr. Sullivan shall not be obligated to render any services under this Agreement during such period
when he is unable to do so due to illness, disability or injury or during reasonable periods of personal leave.
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(d)
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Mr. Sullivan shall not enter into any agreements or make commitments on behalf of the Company without
the prior written consent or approval of the Company’s Chief Executive Officer and President.
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As remuneration for Mr. Sullivan’s
service as a Director Emeritus, Mr. Sullivan shall be paid a retainer at the rate of $85,000 per year, with $85,000 payable on
June 1, 2020 and $28,333 payable on June 1, 2021 for the period from June 1, 2021 until September 30, 2021.
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(a)
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Mr. Sullivan may terminate this Agreement at any time upon his resignation as Director Emeritus.
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(b)
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The Board may terminate this Agreement at any time by the vote of a majority of the Board.
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(c)
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In the event of the disability (as defined in the Company’s 2019 Equity Incentive Plan) or death of Mr. Sullivan during
the term of this Agreement, this Agreement shall terminate without further action by the Company.
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5.
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Confidential Business.
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Mr. Sullivan, during the term of this Agreement,
will not, without the express written consent of the Company, directly or indirectly communicate or divulge to, or use for his
own benefit or for the benefit of any other person, firm, association, or corporation, any trade secrets, proprietary data or other
confidential information communicated to or otherwise learned or acquired by Mr. Sullivan from the Company while serving as an
Director Emeritus, except that Mr. Sullivan may disclose such matters to the extent that disclosure is (a) requested by the
Company or (b) required by a court or other governmental agency of competent jurisdiction. The provisions of this Section
5 shall survive any expiration or termination of this Agreement.
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6.
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Independent Contractor.
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The parties hereto agree and acknowledge
that the relationship between the Company and Mr. Sullivan shall be that of an independent contractor and not that of employer-employee,
master-servant or principal-agent. Nothing in this Agreement, or its implementation, shall be construed to be to the contrary.
This Agreement, and any attachments or
exhibits appended hereto, shall represent the complete agreement between the Company and Mr. Sullivan concerning the subject matter
hereof and supersedes all prior agreements or understandings, written or oral. No attempted modification or waiver of any
of the provisions hereof shall be binding on either party unless made in writing and signed by both Mr. Sullivan and the Company.
Any notice required or permitted to be
given hereunder shall be in writing and shall be effective three (3) business days after it is properly sent by registered or certified
mail, if to the Company, to its Chief Executive Officer at the administrative offices of the Company, or if to Mr. Sullivan to
the address set forth beneath his signature to this Agreement, or to such other address as either party may from time to time designate
by written notice.
This Agreement may not be assigned by either
party without the prior written consent of the other party, except that no consent is necessary for the Company to assign this
Agreement to a corporation succeeding to substantially all the assets or business of the Company whether by merger, consolidation,
acquisition or otherwise. This Agreement shall be binding upon Mr. Sullivan, his heirs and permitted assigns and upon the Company,
its successors and permitted assigns.
Each of the sections contained in this
Agreement shall be enforceable independently of every other section in this Agreement, and the invalidity or non-enforceability
of any section shall not invalidate or render non-enforceable any other section contained herein. If any section or provision
in a section is found invalid or unenforceable, it is the intent of the parties that a court of competent jurisdiction shall reform
the section or provisions to produce its nearest enforceable economic equivalent.
The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive
laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
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Cimarex Energy Co. (“Company”)
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By:
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/s/ Thomas E. Jorden
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Name:
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Thomas E. Jorden
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Title:
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Chairman, Chief Executive Officer and President
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/s/
Michael J. Sullivan
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Michael J. Sullivan
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Exhibit 99.1
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Cimarex Energy Co.
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1700 Lincoln Street, Suite 3700
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Denver, CO 80203
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Phone: (303) 295-3995
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Cimarex Announces Changes to its Board
of Directors
Kathleen Hogenson Joins Following the Retirement of Michael Sullivan
DENVER, September 23, 2019 - Cimarex Energy
Co. (NYSE: XEC) today announced the retirement of Michael J. Sullivan from its Board of Directors and the appointment of Kathleen
A. Hogenson as an independent director of Cimarex effective September 30, 2019.
Cimarex Chairman, President and Chief Executive
Officer, Tom Jorden, stated, “We are very pleased to announce the addition of Kathleen Hogenson to the Cimarex board. Her
more than 35 years of experience and leadership in the oil and gas industry along with her background in E&P Technology and
Data Analytics will make her a strong addition to our Boardroom. We welcome her perspective and thank her for her willingness to
serve.”
Ms. Hogenson is President and Chief Executive
Officer at Zone Oil & Gas, LLC, which she co-founded in 2007. Previously, Ms. Hogenson served as President and CEO of Santos
USA Corp. and Vice President of Technology at Unocal Corporation for a combined 10 years. Ms. Hogenson was employed at Maxus Energy
prior to Unocal serving in a variety of roles. She currently serves on the board of directors of First Quantum Minerals Ltd and
Verisk Analytics Inc.
Ms. Hogenson earned a Bachelor of Science
in Chemical Engineering from The Ohio State University in 1982.
Mr. Jorden went on to say, “I also
want to thank Governor Sullivan for his dedicated service to Cimarex. It would be impossible to overstate the contribution that
Mike Sullivan has made to Cimarex. Since joining our board at the founding of Cimarex in 2002, Mike has helped guide Cimarex to
become a premier E&P company. We are grateful that he has agreed to serve as Director Emeritus for the next two years, allowing
Cimarex ongoing access to his wisdom, insights and judgment.”
About Cimarex Energy
Denver-based Cimarex Energy Co. is an independent
oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S.
FOR FURTHER INFORMATION CONTACT
Karen Acierno – Vice-President of Investor Relations
303.285.4957