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): June 24, 2022
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
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| Delaware | 001-35380 | 45-3007926 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 15 W. Sixth Street | Suite 900 | | |
| Tulsa | Oklahoma | | 74119 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (918) 513-4570
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, $0.01 par value | LPI | New York Stock Exchange |
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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| | Emerging Growth Company | ☐ |
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| 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.
Effective June 24, 2022, the Board of Directors (the “Board”) of Laredo Petroleum, Inc. (the “Company” or “Laredo”) approved an increase in the size of the Board from eight to ten directors and appointed John Driver and Shihab Kuran as members of the Board.
Messrs. Driver and Kuran will each serve as Class III directors with a term expiring in May 2023. The Board determined that Messrs. Driver and Kuran are both independent directors within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), rules and regulations promulgated by the Securities and Exchange Commission thereunder, and listing standards of the New York Stock Exchange (the “NYSE rules”). There are no arrangements or understandings between either Mr. Driver or Mr. Kuran and any other person pursuant to which either was selected as a director. Neither Mr. Driver nor Mr. Kuran have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which either Mr. Driver or Mr. Kuran have an interest requiring disclosure under Item 404(a) of Regulation S-K.
For their work as members of the Board, Messrs. Driver and Kuran, like all other independent members of the Board, will be paid an annual retainer of $72,000 in cash, payable quarterly in arrears, and an annual director fee of $158,000, comprised of $130,000 in common stock of the Company and $28,000 in cash, payable quarterly in arrears.
Item 7.01. Regulation FD Disclosure.
On June 28, 2022, the Company issued a press release announcing the appointment of Messrs. Driver and Kuran as members of the Board. A copy of the press release is furnished 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 furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
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| | | LAREDO PETROLEUM, INC. |
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| Date: June 28, 2022 | By: | /s/ Bryan J. Lemmerman |
| | | Bryan J. Lemmerman |
| | | Senior Vice President and Chief Financial Officer |
