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: February 17, 2015 (February 11, 2015)
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Virginia | | 1-13283 | | 23-1184320 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | |
Four Radnor Corporate Center, Suite 200 100 Matsonford Road, Radnor, Pennsylvania | | 19087 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 687-8900
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 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 14d-2(b) 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Compensation
On February 11, 2015, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors of Penn Virginia Corporation (the “Company”) determined that cash bonuses payable to executive officers of the Company in 2015 relating to their performance in 2014 are as follows:
| | | | |
Name and Principal Position | | Cash Bonus ($) | |
H. Baird Whitehead
President and Chief Executive Officer | | | 360,000 | |
| |
Steven A. Hartman
Senior Vice President and Chief Financial Officer | | | 195,000 | |
| |
John A. Brooks
Executive Vice President and Chief Operating Officer | | | 155,000 | |
| |
Nancy M. Snyder
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | | | 160,000 | |
On the same day, the C&B Committee determined that base salaries payable to executive officers of the Company in 2015 would remain at 2014 levels, which are as follows:
| | | | |
Name and Principal Position | | 2015 Salary ($) | |
H. Baird Whitehead
President and Chief Executive Officer | | | 625,000 | |
| |
Steven A. Hartman
Senior Vice President and Chief Financial Officer | | | 345,000 | |
| |
John A. Brooks
Executive Vice President and Chief Operating Officer | | | 385,000 | |
| |
Nancy M. Snyder
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | | | 335,000 | |
Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines
On February 11, 2015, the C&B Committee amended the Penn Virginia Corporation Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the “Incentive Award Guidelines”). The principal amendments were as follows:
| | • | | Change the definition of the “Cash Costs per BOE” metric to remove accrued cash bonus amounts; |
| | • | | Clarify that the Committee has the discretion to increase or decrease the cash bonus pool by 15 percentage points, as opposed to 15%; and |
| | • | | Change the deadline for long-term equity compensation awards from March 1 to June 1. |
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A copy of the Incentive Award Guidelines, as amended, is filed as Exhibit 10.1 to this Current Report onForm 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| 10.1 | | Penn Virginia Corporation Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines. |
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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.
Date: February 17, 2015
| | |
| Penn Virginia Corporation |
| |
| By: | | /s/ Nancy M. Snyder |
| Name: | | Nancy M. Snyder |
| Title: | | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
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Exhibit Index
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Penn Virginia Corporation Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines. |
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