UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 12, 2010
GMX RESOURCES INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Oklahoma | | 001-32977 | | 73-1534474 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | |
One Benham Place
9400 North Broadway, Suite 600
Oklahoma City, OK | | 73114 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (405) 600-0711
(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 (see General Instruction A.2. below):
| ¨ | 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 March 12, 2010, the Board of Directors ofGMX Resources Inc.(the “Company”) unanimously elected Michael G. Cook to fill a newly-created vacancy on the Company’s Board of Directors. Mr. Cook, age 65, is the principal owner of Cook Energy LLC, a privately held energy investment firm. He has extensive experience with oil and natural gas firms, including prior employment as an executive officer of three different exploration and production companies with responsibilities in administration, finance, operations and engineering. Mr. Cook received a Bachelor’s degree in Geology from the University of Iowa in 1969. The Board of Directors has determined that Mr. Cook is independent according to the director independence standards of the New York Stock Exchange as currently in effect.
The Company’s Board of Directors expects to appoint Mr. Cook to its Compensation Committee. As a non-employee director of the Company, Mr. Cook will be entitled to receipt of the same cash and equity compensation paid by the Company to each of its non-employee directors. In addition, the Company will enter into an indemnification agreement with Mr. Cook in the same form as provided to the Company’s other non-employee directors, which form is filed as an exhibit to this report.
There was no arrangement or understanding between Mr. Cook and any other person pursuant to which he was elected as a director of the Company. There is no familial relationship between Mr. Cook and any other director or executive officer of the Company, and there are no transactions between Mr. Cook and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
See the Index to Exhibits for information regarding the exhibits to this report.
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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 thereunto duly authorized.
| | |
| GMX RESOURCES INC. |
| |
| By: | | /s/ JAMES A. MERRILL |
| | James A. Merrill, Chief Financial Officer |
Date: March 17, 2010
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INDEX TO EXHIBITS
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10.1 | | Form of Indemnification Agreement between the Company and each of its non-employee directors (incorporated by reference to Exhibit 10.5 to the Company’s Form SB-2 filed on November 6, 2000). |
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