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): November 19, 2020
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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.
Effective November 19, 2020, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company" or "Laredo") approved an increase in the size of the Board from nine to eleven directors and appointed Jarvis V. Hollingsworth and Lori A. Lancaster as members of the Board.
Mr. Hollingsworth will serve as a Class II director with a term expiring in May 2021. He was appointed to serve on the Board's Audit and Nominating and Corporate Governance committees. The Board determined that Mr. Hollingsworth is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), rules and regulations promulgated by the Securities and Exchange Commission thereunder, and listing standards of the New York Stock Exchange (the "NYSE rules"). The Board has also determined that he is financially literate within the meaning of the NYSE rules. There are no arrangements or understandings between Mr. Hollingsworth and any other person pursuant to which he was selected a director. Mr. Hollingsworth does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Hollingsworth has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Lancaster will serve as a Class II director with a term expiring in May 2021. She was appointed to serve on the Board's Audit and Compensation committees. The Board determined that Ms. Lancaster is an independent director within the meaning of the Exchange Act, rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the NYSE rules. The Board has also determined that she is financially literate within the meaning of the NYSE rules. There are no arrangements or understandings between Ms. Lancaster and any other person pursuant to which she was selected a director. Ms. Lancaster does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Ms. Lancaster has an interest requiring disclosure under Item 404(a) of Regulation S-K.
For their work as members of the Board, Mr. Hollingsworth and Ms. Lancaster, like all other independent members of the Board, will be paid an annual retainer of $72,000, payable quarterly in arrears, and an annual director fee of $128,000, payable quarterly in arrears (together, the "Compensation"). The Compensation will be paid 50% in the form of cash and 50% in the form of common stock of the Company.
Item 7.01. Regulation FD Disclosure.
On November 19, 2020, the Company issued a press release announcing the appointment of Mr. Hollingsworth and Ms. Lancaster as members of the Board. 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 furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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, INC. | ||||||||
| Date: November 19, 2020 | By: | /s/ Bryan J. Lemmerman | ||||||
| Bryan J. Lemmerman | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
EXHIBIT 99.1
15 West 6th Street, Suite 900 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com
Laredo Petroleum Announces Appointment of Jarvis Hollingsworth and Lori Lancaster to the Board of Directors
TULSA, OK - November 19, 2020 - Laredo Petroleum, Inc. (NYSE: LPI) ("Laredo" or the "Company") today announced the appointment of Jarvis Hollingsworth and Lori Lancaster to the Company’s Board of Directors (the "Board"). Their appointments as independent directors are effective November 19, 2020.
Mr. Hollingsworth’s extensive experience leading and advising boards in corporate governance and strategy, risk management, ESG policy and diversity/inclusion will support Laredo’s vision of expanding the Company’s thinking beyond a traditional E&P mindset. He currently serves as the Secretary/General Counsel of Kayne Anderson Capital Advisors, L.P., and is a member of the Executive Committee and Board of Directors. Previously, Mr. Hollingsworth was a Partner at Bracewell LLP where he led a fiduciary practice counseling boards on corporate governance and strategic matters.
Mr. Hollingsworth currently serves as the Chairman of the Board of Trustees of the Teacher Retirement System of Texas and on the Finance Committee of the Memorial Hermann Hospital System. Additionally, he is a member of the National Association of Corporate Directors and of the United Way’s Alexis de Tocqueville Society. He is a former director of several companies, including Cullen/Frost Bankers, Inc. (NYSE: CFR), and was previously a Regent and served as Chairman of the Board of the University of Houston System. Mr. Hollingsworth received a Bachelor of Science from the United States Military Academy at West Point and a Juris Doctorate from the University of Houston.
Ms. Lancaster’s substantial deal-making background, in which she played a key role in more than $60 billion of announced energy M&A transactions, brings valuable insight to Laredo as the Company pursues a strategy to transform its asset base. Her 20 years of experience in energy investment banking include positions as a Managing Director at UBS Securities, Nomura Securities and Goldman, Sachs & Co. Prior roles include positions at J.P. Morgan & Co., Inc. and NationsBank Corporation.
Ms. Lancaster currently serves as an independent director for HighPoint Resources (NYSE: HPR) and was previously an independent director for Energen Corporation (NYSE: EGN). Her educational background includes a Bachelor of Business Administration, Finance, from Texas Christian University and a Master of Business Administration from the University of Chicago’s Booth School of Business.
EXHIBIT 99.1
"We are very excited to have Jarvis and Lori joining the Board," stated Jason Pigott, President and Chief Executive Officer. "Their additions further the substantial refresh of our Board and highlight our commitment to expand our diversity of expertise and thought beyond a traditional E&P operating background. These are unprecedented times for our industry, and we are building a Board with broad and varied credentials to inform our strategy as we grow Laredo and create value for our stakeholders."
About Laredo
Laredo Petroleum, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the acquisition, exploration and development of oil and natural gas properties, primarily in the Permian Basin of West Texas.
Additional information about Laredo may be found on its website at www.laredopetro.com.
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Contacts:
Ron Hagood: 918.858.5504 - RHagood@laredopetro.com
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