Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 16, 2021, Adam Piekarski tendered his resignation from the Company’s Board of Directors. There were no disagreements between Mr. Piekarski and the Company. Following Mr. Piekarski’s resignation, the size of the Board of Directors was reduced from six to five.
Mr. Piekarski had served on the Company’s Board of Directors as a nominee of the “MSD Parties” pursuant to the terms and conditions of that certain Amended and Restated Stockholders’ Agreement, dated as of October 1, 2018, between the Company and former members of Sidewinder Drilling, LLC (the “Stockholders’ Agreement”). The “MSD Parties” mean, collectively, MSD Credit Opportunity Master Fund, L.P., MSD Credit Opportunity Fund X, LLC and MSD Energy Investments, L.P.
Pursuant to the Stockholders’ Agreement, the rights of the MSD Parties to nominate directors terminate if the MSD Parties’ beneficial ownership of the Company’s outstanding common stock is less than 10%. Effective March 30, 2021, the MSD Parties’ beneficial ownership became less than 10%.
Based on the occurrence of the MSD Parties beneficially owning less than 10% of the Company’s outstanding common stock, such event also constituted a “Sunset Date” under the Stockholders’ Agreement, under which certain other terms applicable to the MSD Parties also terminated, including (i) transfer restrictions, (ii) restricted activities (including tender or exchange offers, merger proposals, board proposals, calls for special meetings, and acquisitions of additional securities of the Company), and (iii) voting in connection with the election of the Company’s directors.