Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On April 10, 2019, the board of directors (the “Board”) of Chaparral Energy, Inc. (the “Company”) appointed Mr. Marcus Rowland to serve as a member of the Board effective April 10, 2019, pursuant to the terms of the Company’s support agreement with Strategic Value Partners, LLC (“SVP”) and certain funds and accounts managed by SVP (the “Support Agreement”), pursuant to which SVP had the right to designate a replacement director to fill the vacancy resulting from the resignation of David Geenberg as a member of the Board effective March 11, 2019.
The Board has determined that Mr. Rowland is an “independent director” in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange. Mr. Rowland has not been appointed as a member of any committee of the Board at this time; however, the Company anticipates he may be appointed to one or more committees in the future.
Mr. Rowland will participate in thenon-employee director compensation programs described under “Director Compensation” in the Company’s Amendment No. 1 to Annual Report on Form10-K/A filed with the SEC on April 30, 2018. Except for the Support Agreement, there are no other awards of compensation, material arrangements or understandings between Mr. Rowland and any other person pursuant to which Mr. Rowland was elected to serve as director that are not described above, and there are no transactions with Mr. Rowland that would be reportable under Item 404(a) of RegulationS-K.
The description of the Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form8-K filed with the SEC on June 7, 2018 and is incorporated herein by reference.
Reduction in Size of Board
Effective April 10, 2019, the Board decreased the number of directors serving on the Board from nine directors to eight directors, eliminating the vacancy created by the resignation of Graham Morris effective March 11, 2019.
| Item 7.01. | Regulation FD Disclosure |
On April 15, 2019, the Company issued a press release announcing the appointment of Mr. Rowland as a member of its Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form8-K, the information set forth in this Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of and general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
