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):
July 17, 2013 (July 11, 2013)
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-32997 | 86-0879278 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(832) 369-6986
(Registrant’s telephone number, including area code)
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 obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 July 11, 2013, Magnum Hunter Resources Corporation (the “Company”) announced that it had appointed Joseph C. Daches to serve as Senior Vice President and Chief Financial Officer of the Company, effective July 22, 2013. Mr. Daches will succeed Ronald D. Ormand, who will continue with the Company as Executive Vice President-Finance and a director and will assume an additional role as Head of Capital Markets.
Mr. Daches, age 46, has more than 20 years of regulatory compliance, financial reporting, technical accounting, management and oil and gas accounting experience, primarily within the energy industry. Prior to joining the Company, Mr. Daches had served as Executive Vice President and Chief Accounting Officer of Energy & Exploration Partners, Inc. since September 2012 and as a director of that company since April 2013. He previously served as Partner and Managing Director of the Willis Consulting Group, LLC, from January 2012 to September 2012. From October 2003 to December 2011, Mr. Daches served as the Director of E&P Advisory Services at Sirius Solutions, LLC, where he was primarily responsible for financial reporting, technical, and oil and gas accounting and the overall management of the E&P advisory services practice. Mr. Daches earned a Bachelor of Science in Accounting from Wilkes University in Pennsylvania, and he is a CPA in good standing with the Texas State Board of Public Accountancy.
The Company is not entering into an employment agreement with Mr. Daches. The Company will pay Mr. Daches a salary, a sign-on bonus, and a guaranteed minimum bonus for 2013 payable in 2014, which bonuses Mr. Daches would be obligated to repay to the Company if his employment terminates within two years after, respectively, his employment start date and the minimum bonus payment date, in each case other than in certain circumstances. The Company also expects that Mr. Daches will receive a customary grant of stock options at or about the date his employment commences.
| Item 7.01. | Regulation FD Disclosure. |
On July 11, 2013, the Company issued a press release announcing the appointment of Joseph C. Daches to serve as Senior Vice President and Chief Financial Officer of the Company, effective July 22, 2013. A copy of the press release is attached 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 in this Current Report on Form 8-K under this heading, including the related Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such a filing.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description |
| 99.1 | Press Release of Magnum Hunter Resources Corporation dated July 11, 2013. |
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SIGNATURES
In accordance with 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.
| MAGNUM HUNTER RESOURCES CORPORATION | |
| Date: July 17, 2013 | /s/ Gary C. Evans |
| Gary C. Evans, | |
| Chairman and Chief Executive Officer | |
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EXHIBIT INDEX
Exhibit Number | Description |
| 99.1 | Press Release of Magnum Hunter Resources Corporation dated July 11, 2013. |