UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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): March 10, 2020
ULTRA PETROLEUM CORP.
(Exact Name of Registrant as Specified in its Charter)
Yukon, Canada | 001-33614 | N/A | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
116 Inverness Drive East, Suite 400 Englewood, Colorado | 80112 | |||
(Address of principal executive offices) | (Zip code) |
(303) 708-9740
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:None.
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||
Common Shares, without par value | UPLC | OTCQX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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. |
As previously disclosed, Ultra Petroleum Corp. (the “Company”) entered into employment agreements with certain of its executive officers, including Brad Johnson, David W. Honeyfield, Jerald J. Stratton, Jr., Kason D. Kerr, James N. Whyte and Mark T. Solomon (the “Executives”). On March 10, 2020, the Board of Directors of the Company approved amendments to the employment agreement between the Company and each Executive (the “EA Amendments”), pursuant to which each Executive would be entitled to receive aone-time incentive bonus in the following amounts (the “Additional Incentive Bonus”):
Name | Position | Additional Incentive Bonus | ||
Brad Johnson | President and Chief Executive Officer | $411,250 | ||
David W. Honeyfield | Senior Vice President and Chief Financial Officer | $375,000 | ||
Jerald J. Stratton, Jr. | Senior Vice President and Chief Operating Officer | $325,000 | ||
Kason D. Kerr | Vice President, General Counsel and Corporate Secretary | $250,000 | ||
James N. Whyte | Senior Vice President and Chief Human Resources Officer | $100,000 | ||
Mark T. Solomon | Vice President, Controller and Chief Accounting Officer | $100,000 |
Each Executive’s Additional Incentive Bonus shall vest and become payable, if at all, in a lump sum cash amount, with respect to(i) one-third of the Additional Incentive Bonus, on March 1, 2021 and (ii) the remainingtwo-thirds of the Additional Incentive Bonus on September 1, 2021, provided, that if the Company terminates an Executive without cause (as defined in the Executive’s employment agreement) or an Executive resigns for good reason (as defined in the Executive’s employment agreement), then such Executive would be entitled to receive any unpaid Additional Incentive Bonus.
The foregoing description of the EA Amendments and the terms and conditions of the Additional Incentive Bonus does not purport to be complete and is qualified in its entirety by reference to the full text of the EA amendments, copies of which are attached hereto as Exhibits 10.1 – 10.6 and are incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
March 12, 2020
ULTRA PETROLEUM CORP. | ||
By: | /s/ Kason D. Kerr | |
Name: | Kason D. Kerr | |
Title: | Vice President, General Counsel and Corporate Secretary |