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 25, 2009
(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.) |
Three Radnor Corporate Center, Suite 300 100 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. |
On February 25, 2009, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors of Penn Virginia Corporation (the “Company”), with the assistance of the Compensation and Benefits Committee of the Board of Directors of PVG GP, LLC (the “PVG GP”), which is the general partner of Penn Virginia GP Holdings, L.P. (“PVG”) and an indirect wholly owned subsidiary of the Company, and the Compensation and Benefits Committee of the Board of Directors of Penn Virginia Resource GP, LLC (the “PVR GP”), which is the general partner of Penn Virginia Resource Partners, L.P. (“PVR”) and a direct wholly owned subsidiary of PVG, determined that cash bonuses and long-term compensation payable to executive officers of the Company in 2009 relating to their performance in 2008 on behalf of the Company, PVR and PVG are as follows:
Name and Principal Position | Cash Bonus ($) | Long-Term Compensation ($) | ||||
A. James Dearlove | 495,000 | (1) | 2,000,000 | (1)(2) | ||
Frank A. Pici | 210,000 | (1) | 550,000 | (1)(2) | ||
H. Baird Whitehead | 325,000 | (2) | 1,025,000 | (2) | ||
Nancy M. Snyder | 235,000 | (1) | 850,000 | (1)(2) | ||
Keith D. Horton | 160,000 | (2) | 420,000 | (2) |
| (1) | Messrs. Dearlove and Pici and Ms. Snyder (the “Shared Executives”) devoted professional time to the Company, PVR and PVG in 2008. The bonuses and long-term compensation reflected in the chart above include not only amounts payable by the Company to the Shared Executives in consideration for services rendered to the Company, but also amounts payable or reimbursable by PVR and PVG in consideration for services rendered to PVR and PVG. Mr. Dearlove, Mr. Pici and Ms. Snyder devoted approximately 40%, 33% and 35% of his or her professional time to PVR in 2008 and, accordingly, PVR will be responsible for reimbursing the Company for 40%, 33% and 35% of Mr. Dearlove’s, Mr. Pici’s and Ms. Snyder’s 2008-related bonus and long-term compensation. Mr. Dearlove, Mr. Pici and Ms. Snyder devoted approximately 5%, 9% and 4% of his or her professional time to PVG in 2008 and, accordingly, PVG will be responsible for reimbursing the Company for 5%, 9% and 4% of Mr. Dearlove’s, Mr. Pici’s and Ms. Snyder’s 2008-related bonus and long-term compensation. |
| (2) | Long-term compensation awards are expressed in dollar values, and the Company and PVR pay those awards in the form of options to purchase Company stock, restricted Company stock units and phantom PVR units under the Company’s Sixth Amended and Restated 1999 Employee Stock Incentive Plan and the PVR GP’s Fifth Amended and Restated Long-Term Incentive Plan. The actual numbers of restricted Company stock units and phantom PVR units awarded are based on the New York Stock Exchange closing prices of the Company’s common stock and PVR’s common units on the dates of grant. The actual number of Company stock options awarded is based on a weighted-average value of all options granted to all classes of the Company’s employees on the date of grant using the Black-Scholes-Merton option-pricing formula. The Shared Executives will have their long-term compensation awards split between awards of Company stock options or restricted Company stock units, on the one hand, and phantom PVR units, on the other hand. For each Shared Executive, the ratio of the split between Company-related long- |
term compensation and PVR-related long-term compensation is determined based on the amount of time such Shared Executive devoted to each of the Company and PVG, on the one hand, and PVR on the other hand. Time devoted to PVG is included with time devoted to the Company for the purpose of splitting the type of long-term compensation awards because PVG is majority-owned subsidiary of the Company. Mr. Whitehead devoted all of his professional time to the Company in 2008 and, accordingly, the Company will be responsible for paying all of Mr. Whitehead’s 2008-related bonus and long-term compensation, which will consist of only Company stock options or restricted Company stock units. Mr. Horton devoted all of his professional time to PVR in 2008 and, accordingly, PVR will be responsible for paying all of Mr. Horton’s 2008-related bonus and long-term compensation, which will consist of only phantom PVR units. The Shared Executives and Mr. Whitehead will be given the opportunity to elect with respect to Company long-term compensation awards whether to receive those awards in stock options, restricted stock units or a combination of both. |
On the same day, the C&B Committee, with the assistance of the Compensation and Benefits Committee of the Board of Directors of the PVG GP and the Compensation and Benefits Committee of the Board of Directors of the PVR GP, determined that base salaries payable to executive officers of the Company in 2009 would be maintained at 2008 levels. The 2009 salaries are as follows:
Name and Principal Position | 2009 Salary ($) | ||
A. James Dearlove | 450,000 | (1) | |
Frank A. Pici | 275,000 | (1) | |
H. Baird Whitehead | 325,000 | (2) | |
Nancy M. Snyder | 265,000 | (1) | |
Keith D. Horton | 280,000 | (3) |
| (1) | Reflects the total salaries payable to Messrs. Dearlove and Pici and Ms. Snyder in 2009. It is expected that Messrs. Dearlove and Pici and Ms. Snyder will devote some portion of their professional time to each of the Company, PVR and PVG in 2009. PVR and PVG are responsible for reimbursing the Company for that portion of each such executive officer’s salary related to the services he or she performs for PVR and PVG in 2009. |
| (2) | Because Mr. Whitehead devotes all of his professional time to the Company, the Company will be responsible for paying all of Mr. Whitehead’s 2009 salary. |
| (3) | Because Mr. Horton devotes all of his professional time to PVR, PVR will be responsible for paying all of Mr. Horton’s 2009 salary. |
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 26, 2009
| Penn Virginia Corporation | ||
| By: | /s/ Nancy M. Snyder | |
| Name: | Nancy M. Snyder | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |