UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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, 2017
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Texas | | 001-32743 | | 74-1492779 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
12377 Merit Drive Suite 1700, LB 82 Dallas, Texas | | 75251 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214)368-2084
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Director
On February 28, 2017, Wilbur L. Ross delivered a letter to EXCO Resources, Inc. (the “Company”) stating that, as result of the confirmation by the U.S. Senate of his appointment as Secretary of the U.S. Department of Commerce on February 27, 2017, he was required to step down from outside positions and therefore he resigned from his positions as a member of the Company’s Board of Directors (the “Board”) and each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). Mr. Ross’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Directors
Stephen J. Toy
Effective March 1, 2017, acting upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Stephen J. Toy as a member of the Company’s Board, as well as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Toy was appointed to fill the vacancy on the Board created by Mr. Ross’ departure. Mr. Toy will serve as a director until the Company’s 2017 Annual Meeting of Shareholders.
There are no arrangements or understandings between Mr. Toy and any other persons pursuant to which he was selected to serve as a director the Company. In addition, there are no transactions between the Company and Mr. Toy or his immediate family members requiring disclosure under Item 404(a) of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Anthony R. Horton
Effective March 1, 2017, acting upon the recommendation of the Nominating and Corporate Governance Committee, the Board also appointed Anthony R. Horton as a member of the Company’s Board, as well as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Horton will serve as a director until the Company’s 2017 Annual Meeting of Shareholders.
There are no arrangements or understandings between Mr. Horton and any other persons pursuant to which he was selected to serve as a director the Company. In addition, there are no transactions between the Company and Mr. Horton or his immediate family members requiring disclosure under Item 404(a) of RegulationS-K promulgated under the Exchange Act.
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On March 3, 2017, the Company issued a press release announcing the resignation of Mr. Ross and the appointments of Mr. Horton and Mr. Toy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press release, dated March 3, 2017, issued by EXCO Resources, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | EXCO RESOURCES, INC. |
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| Date: March 3, 2017 | | | | By: | | /s/ Heather Lamparter |
| | | | Name: | | Heather Lamparter |
| | | | Title: | | Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press release, dated March 3, 2017, issued by EXCO Resources, Inc. |
