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): June 14, 2012 (June 13, 2013)
LAREDO PETROLEUM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35380 | 45-3007926 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma | 74,119 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (918) 513-4570
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:
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2013, Laredo Petroleum Holdings, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Jay P. Still to become President and Chief Operating Officer, effective July 8, 2013. The Board also appointed Mr. Still to become a member of the Board, effective July 8, 2013, and hold office until the next annual meeting of stockholders or until his successor has been duly elected and qualified. Jerry R. Schuyler will continue with the Company in an advisory capacity until his retirement in July 2014, but will resign as an officer and director of the Company effective as of July 8, 2013.
Mr. Still, 51, was most recently Executive Vice President, Domestic Operations at Pioneer Natural Resources Company (“Pioneer”), a position he held since November 2007. Mr. Still has nearly 30 years of experience in the upstream sector of the oil and natural gas industry, with the last 18 years being with Pioneer. He holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University and a Masters in Business Administration from Loyola University.
Mr. Still will receive a base salary of $500,000 per year, pro rata for 2013, and participate in benefit plans at levels consistent with his position and scope of responsibility. Mr. Still is eligible to participate in the Company's incentive plans, including its 2011 Omnibus Equity Incentive Plan (the “Plan”). In connection with his new position, the Board granted Mr. Still shares of the Company's restricted stock with a value of $2 million pursuant to the Plan, which will vest ratably over the next three years. The number of shares granted will be based on the 10-day average closing stock price immediately prior to Mr. Still's start date. The Board also approved a supplemental change-of-control arrangement for Mr. Still for the potential grant of $4 million in shares of common stock pursuant to the Plan only in the event there is a change of control within 24 months after Mr. Still's hire date. If a change of control does not occur, the number of shares of stock covered by the supplemental arrangement will be reduced by one-half on July 8, 2014, and the supplemental agreement will lapse on July 8, 2015. As an employee of the Company, Mr. Still will not receive any additional compensation for serving on the Board.
Item 7.01. Regulation FD Disclosure.
On June 13, 2013, the Company issued a press release regarding Mr. Still's hiring and Mr. Schuyler's planned retirement. The press release issued by the Company is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press release dated June 13, 2013 announcing the appointment of Jay P. Still as President and Chief Operating Officer and Jerry R. Schuyler's planned retirement. | |
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.
LAREDO PETROLEUM HOLDINGS, INC. | ||
Date: June 14, 2013 | By: | /s/ Kenneth E. Dornblaser |
Kenneth E. Dornblaser | ||
Senior Vice President and General Counsel | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release dated June 13, 2013 announcing the appointment of Jay P. Still as President and Chief Operating Officer and Jerry R. Schuyler's planned retirement. | |
15 West 6th Street, Suite, 1800 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com
Laredo Petroleum Names Jay P. Still as President
and Chief Operating Officer
Current President and Chief Operating Officer, Jerry R. Schuyler, To Retire in 2014
TULSA, OK - June 13, 2013 -- Laredo Petroleum Holdings, Inc. (NYSE: LPI) (“Laredo” or “the Company”), today announced it has named Jay P. Still as President, Chief Operating Officer and a member of the Company's Board of Directors, effective July 8, 2013. Mr. Still, who recently resigned his position as Executive Vice President, Domestic Operations at Pioneer Natural Resources, will replace Jerry R. Schuyler who will retire from the Company in 2014. Mr. Schuyler has agreed to be available to the Company for consultation until his retirement to ensure a smooth transition.
At Laredo, Mr. Still will be responsible for all development activity, and together with Chairman and Chief Executive Officer, Randy A. Foutch, and Chief Financial Officer, Richard C. Buterbaugh, will jointly be responsible for key decisions in areas of corporate strategy and capital allocation.
Mr. Still brings nearly three decades of experience to Laredo including the past 18 years with Pioneer Natural Resources and predecessor company Parker & Parsley Petroleum Company. Most recently, he oversaw the development and growth of Pioneer's assets in South Texas (primarily Eagle Ford Shale) as well as in the Rockies, Alaska, Barnett Shale, West Panhandle and the Mid-Continent, and was responsible for Pioneer's Corporate Engineering, EFS Midstream, and Sustainable Development Department. Earlier in his career, Mr. Still spent 10 years with Mobil Oil Corporation. Mr. Still earned a Master of Business Administration degree from Loyola University and a Bachelor of Science degree in mechanical engineering from Texas A&M University.
“Jay is a proven leader and we are very excited to have him join the Laredo team,” commented Mr. Foutch. “Jay's expertise in efficiently developing large-scale projects coincides with our planned acceleration of development activity on our world-class Permian-Garden City asset. We are looking forward to capitalizing on his experience to create additional value for our shareholders.”
“I also would like to thank Jerry for his numerous contributions to Laredo. Since first partnering with me nearly six years ago, he has been an integral part of Laredo's dramatic growth and success. Jerry's operational knowledge and leadership have been instrumental in identifying the potential and initiating
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the development of our Permian-Garden City asset. I deeply appreciate his friendship and his commitment to Laredo's success through this transition,” Mr. Foutch added.
About Laredo
Laredo Petroleum Holdings, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the exploration, development and acquisition of oil and natural gas properties primarily in the Permian and Mid-Continent regions of the United States.
Additional information about Laredo may be found on its website at www.laredopetro.com.
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Contacts:
Rick Buterbaugh: (918) 858-5151 - RButerbaugh@laredopetro.com
Branden Kennedy: (918) 858-5015 - BKennedy@laredopetro.com
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