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): February 28, 2012
GMX RESOURCES INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Oklahoma | | 001-32977 | | 73-1534474 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
One Benham Place
9400 North Broadway, Suite 600
Oklahoma City, Oklahoma 73114
(Address of principal executive offices and zip code)
(405) 600-0711
(Registrant’s telephone number, including area code)
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 13e-4(c) 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 1, 2012, GMX Resources Inc. (the “Company” or “GMXR”) issued a press release announcing its earnings and results for the fourth quarter and year ended December 31, 2011, and that it will hold a conference call discussing those results. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report, which is hereby incorporated by reference into this Item 2.02.
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Act, except as otherwise expressly stated in such filing.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On February 28, 2012, the Compensation Committee of GMXR determined, based on actual performance metrics achieved and discretionary evaluations (with all discretionary components waived for purposes of determining the payout), to make payouts to the named executive offices under GMXR’s 2011 annual incentive plan as follows:
| | | | | | | | | | | | |
Executive Officer | | 2011 Annual
Incentive Cash
Bonus | | | 2010 Annual
Incentive Cash
Bonus | | | Change in
Annual Incentive Cash
Bonus | |
Ken Kenworthy, Jr. | | $ | 334,384 | | | $ | 613,506 | | | $ | (279,122 | ) |
Michael J. Rohleder | | | 181,601 | | | | 333,191 | | | | (151,590 | ) |
James A. Merrill | | | 151,163 | | | | 277,345 | | | | (126,182 | ) |
Timothy L. Benton | | | 157,500 | | | | 288,971 | | | | (131,471 | ) |
Gary D. Jackson | | | 117,000 | | | | 214,664 | | | | (97,664 | ) |
In addition, on February 28, 2012, the Compensation Committee of GMXR adopted and approved a 2012 annual incentive plan for its executive officers, including GMXR’s named executive officers, based on the following targeted levels of performance:
| | | | | | | | | | | | |
Performance Measure | | Threshold | | Target | | Ceiling | | | Weight | |
Production | | 1.75 MBOE | | 2.0 MBOE | | | 2.5 MBOE | | | | 20 | % |
EBITDA | | $25.0 million | | $33.0 million | | $ | 40.0 million | | | | 20 | % |
Economic completed well costs | | $44.00 /Bbl | | $37.00 /Bbl | | $ | 24.00 /Bbl | | | | 20 | % |
Discretionary | | | | Not Applicable | | | | | | | 40 | % |
The 2012 annual incentive plan will pay on a sliding scale after the threshold of 80% is achieved for each particular target up to a maximum payout of 140% of each particular target. If the threshold of the individual performance measure is not achieved, then no annual incentive will be paid for that particular performance measure. The proposed 2012 annual incentive payments to the named executive officers at the threshold, target and maximum levels of achievement of all performance measures, as a percent of base salary, are as follows:
| | | | | | | | | | | | |
Executive Officer | | Threshold | | | Target | | | Maximum | |
Ken Kenworthy, Jr. | | | 80 | % | | | 100 | % | | | 140 | % |
Michael J. Rohleder | | | 64 | % | | | 80 | % | | | 112 | % |
James A. Merrill | | | 60 | % | | | 75 | % | | | 105 | % |
Timothy L. Benton | | | 56 | % | | | 70 | % | | | 98 | % |
Gary D. Jackson | | | 48 | % | | | 60 | % | | | 84 | % |
| ITEM 9.01 FINANCIAL | STATEMENTS AND EXHIBITS |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Press Release dated March 1, 2012. |
2
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.
| | | | | | |
| | | | GMX RESOURCES INC. |
| | | |
Date: March 1, 2012 | | | | By: | | /s/ James A. Merrill |
| | | | Name: | | James A. Merrill |
| | | | Title: | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Press Release dated March 1, 2012. |
