| Item 1.02. | Termination of a Material Definitive Agreement. |
On April 15, 2019, Penn Virginia Corporation, a Virginia corporation (the “Company”), and Strategic Value Partners, LLC and certain investment funds it directly or indirectly manages (collectively, “SVP”) entered into a Termination Agreement pursuant to which the Company and SVP agreed to terminate the Support Agreement, dated January 18, 2018, by and among the Company and SVP.
| 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 April 15, 2019 and effective immediately, Mr. David Geenberg resigned from his position as a member of the Board of Directors of the Company (the “Board”). The resignation did not result from any disagreement with the Company.
Appointment of New Director
On April 15, 2019 and effective immediately, the Board elected Mr. Brian Steck as a member of the Board to fill the vacancy created by the resignation of Mr. Geenberg and to serve until the 2019 annual meeting of shareholders. Mr. Steck has been determined by the Board to be an “independent director” in accordance with Nasdaq Listing Rule 5605(a)(2).
Mr. Steck is a Partner, Senior Analyst at Mangrove Partners where he has worked since 2011. Since 2017, Mr. Steck has also served as a board member and Chairman of the Nominating & Corporate Governance Committee of Bonanza Creek Energy, Inc. Through early 2011, Mr. Steck managed The Laurel Capital Group, LLC, the general partner of a hedge fund he founded in 2009. From 2006 until 2008, Mr. Steck was Head of US Equities at Tisbury Capital where he built and managed a team focused on event- and fundamentally-driven investment opportunities. From 2000 until 2005, Mr. Steck was a partner at K Capital where he focused on European and U.S. opportunities that included special situations, merger arbitrage, deep value and shareholder activism. Prior to K Capital, Mr. Steck spent 10 years at UBS and its predecessors Swiss Bank Corporation and O’Connor & Associates, where he focused on equity derivative trading and risk management, built equity derivative and event-driven client businesses and was GlobalCo-Head of Equity Hedge Fund Coverage. Mr. Steck received a B.S., with highest honors, from University of Illinois at Urbana Champaign.
Mr. Steck has waived his rights to compensation as a member of the Board and will not participate in thenon-employee director compensation programs described under “Compensation of Directors” in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2018.
There are no awards of compensation, material arrangements or understandings between Mr. Steck and any other person pursuant to which Mr. Steck was elected to serve as director, and there are no transactions with Mr. Steck that would be reportable under Item 404(a) of RegulationS-K.
| Item 7.01. | Regulation FD Disclosure. |
On April 15, 2019, the Company issued a press release relating to the events described in this Current Report on Form8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form8-K, Exhibit 99.1 is being furnished and shall not be deemed to be “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, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
