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 3, 2021
Gulfport Energy Corporation
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000-19514 | | 86-3684669 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
3001 Quail Springs Parkway Oklahoma City, Oklahoma 73134 (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (405) 252-4600
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | GPOR | | The New York Stock Exchange |
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).
Emerging growth company ☐
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.
Chief Operating Officer Separation
On June 3, 2021, the Board of Directors (the “Board”) of Gulfport Energy Corporation (the “Company”) accepted Donnie Moore’s notice of resignation and intent to retire and reached an agreement whereby Mr. Moore will no longer serve in his position as Chief Operating Officer of the Company effective as of June 11, 2021.
The Board treated Mr. Moore’s departure from the Company as a termination without “cause” during a “change of control” period pursuant to his employment agreement, dated as of August 1, 2019, by and between the Company and Mr. Moore (the “Employment Agreement”). Subject to the execution and non-revocation of the release substantially in the form attached to the Employment Agreement, Mr. Moore will receive the severance payments set forth in Section 6.1.2(c) of the Employment Agreement.
The foregoing description of the terms and conditions of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.4 to the Company’s 10-Q filed on August 2, 2019, and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
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: June 4, 2021 | Gulfport Energy Corporation |
| | |
| | By: | /s/ Patrick Craine |
| | Name: Title: | Patrick Craine
Executive Vice President, General Counsel |
| | | and Corporate Secretary |
