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): January 18, 2015
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-4300 |
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41-0747868 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
2000 Post Oak Boulevard
Suite 100
Houston, Texas
77056-4400
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (713) 296-6000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 January 18, 2015, Mr. G. Steven Farris informed Apache Corporation (the Company) of his intention to retire and resign as chief
executive officer and president effective as of January 20, 2015 (the Retirement Date). Mr. Farris will continue to serve as non-executive chairman of the Companys board of directors (the Board) until
May 1, 2015, at which time he will retire from the Board. On January 18, 2015, the Board appointed John J. Christmann, IV, as chief executive officer and president effective as of January 20, 2015. Mr. Christmann will also join
the Companys Board effective January 20, 2015. Apache director, John E. Lowe, has been elected to succeed Mr. Farris as non-executive chairman of the Board effective May 1, 2015.
A copy of the press release, dated January 20, 2015, announcing Mr. Farris retirement is attached as an exhibit to this Form 8-K and
incorporated herein by reference.
On January 19, 2015, the Company and Mr. Farris entered into an executive retirement agreement (the
Retirement Agreement). Pursuant to the Retirement Agreement, Mr. Farris existing employment agreement with the Company, dated June 6, 1988 and as amended on November 20, 2008, was terminated. Pursuant to the terms of
the Retirement Agreement, Mr. Farris will receive: (i) continued payment of his current base salary of $1,750,000 for thirty-six months following the Retirement Date; (ii) payments of $2,625,000 on each of the date that is the tenth
day of the seventh month following the Retirement Date, March 1, 2016, and March 1, 2017, which amount is equal to fifty percent of his annual maximum cash incentive bonus; (iii) a lump sum payment of $1,400,000 to be paid within 30
days after the Retirement Date; (iv) continued vesting of all outstanding restricted stock units (RSUs) and stock options according to their original schedules and with full original 10-year option exercise terms; (v) potential
cash payments following fiscal years 20152017 that equal the fair market value of shares under the Companys Total Shareholder Return program if those shares would have vested after the applicable performance period under that program had
he remained employed at the Company, in lieu of any issuance of any such shares; (vi) the number of RSUs that will be paid out under the 2014 Business Performance Share program in two equal installments on December 31, 2016, and
December 31, 2017; and (vii) for 36 months following the Retirement Date, continued individual and group health benefits with terms consistent with those for active employees.
In connection with the equity provisions of the Retirement Agreement, Mr. Farris entered into amendments to restricted stock unit agreements and stock
option agreements under the 2007 and 2011 Omnibus Equity Compensation Plans and 2014 Business Performance Share agreements under the 2011 Omnibus Equity Compensation Plan effective January 20, 2015.
Pursuant to the Retirement Agreement, Mr. Farris has also agreed to provide advisory and consulting services as reasonably requested by Apaches
chief executive officer or the Board during the 36-month period beginning on the Retirement Date. Under the terms of the Retirement Agreement, Mr. Farris generally is subject to certain non-competition, non-solicitation, confidentiality,
non-disparagement, and non-disclosure restrictions. Mr. Farris also agreed to release the Company from liability stemming from the time he served as an employee of the Company for various claims, including, but not limited to, any local, state
or federal law, regulation or ordinance; any public policy, contract, tort, or common law claim; and any and all
claims Mr. Farris may have arising as the result of any alleged breach of any express or implied employment contract. The Retirement Agreement provides that Mr. Farris will be entitled
to indemnification against all losses and expenses related to claims arising out of his service as an employee of the Company to the extent permitted by the Companys bylaws or insurance contracts.
Prior to his appointment as the Companys chief executive officer and president, Mr. Christmann, 48, served as executive vice president and chief
operating officer, North America, since January 1, 2014, having previously served as region vice president, Permian Region, from January 2010 through December 2013, vice president, Business Development, from January 2004 through December 2009,
and production manager for the Gulf Coast region from April through December 2003. Prior to that, Mr. Christmann held various positions of increasing responsibility in the business development area since joining the Company in 1997. Previously,
he was employed by Vastar Resources/ARCO Oil and Gas Company in business development, crude oil marketing, and various production, operational and reservoir engineering assignments. Mr. Christmann has acquired an in-depth knowledge of the
Companys strategy and operations through his various roles at Apache and in the oil and gas industry. This experience will also help him in the assessment and management of risk faced by oil and gas companies.
No material plan, contract, or arrangement was entered into or materially amended in connection with Mr. Christmanns appointment, and there was no
grant or award to Mr. Christmann or modification thereto under any such plan, contract, or arrangement in connection with his appointment. Mr. Christmann has (i) no family relationship with any director or other executive officer of
the Company or any person nominated or chosen by the Company to become a director or executive officer; (ii) is not a party to any related person transaction with the Company; and (iii) has no arrangements or understandings with any other
person pursuant to which he was elected as a director of the Company.
Item 9.01. |
Financial Statements and Exhibits |
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Apache Corporation, dated January 20, 2015. |
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.
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APACHE CORPORATION |
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Date: January 23, 2015 |
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/s/ Cheri L. Peper |
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Cheri L. Peper |
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Corporate Secretary |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Apache Corporation, dated January 20, 2015. |
Exhibit 99.1
APACHE ANNOUNCES RETIREMENT OF CHAIRMAN, PRESIDENT AND CEO, G. STEVEN FARRIS;
JOHN J. CHRISTMANN, IV, COO NORTH AMERICA, TO SUCCEED FARRIS AS PRESIDENT AND CEO
HOUSTON, Jan. 20, 2015 G. Steven Farris, 66, chairman, president and chief executive officer of Apache Corporation (NYSE, Nasdaq: APA)
has announced his retirement effective January 20, 2015. Mr. Farris will continue as non-executive chairman of the board until May 1, 2015, at which time he will retire from the board. John J. Christmann, IV, 48, Apaches
executive vice president and chief operating officer North America, will succeed Mr. Farris as president and chief executive officer and will join Apaches board effective January 20, 2015. Director John Lowe, 54, has been
elected to succeed Farris as non-executive chairman.
It has been a privilege to lead one of the top independent oil and gas
producers and work alongside some of the best professionals in the business, Mr. Farris said. After more than 25 years with the company and 14 years as CEO, it is time to hand over the reins to a new generation of leaders. I look
forward to working with John, the board and the management team over the next few months to ensure a smooth transition.
Mr. Farris continued, Over the last several years, we have significantly high-graded our portfolio through strategic acquisitions
and divestments including the recently announced exit of our LNG businesses. We have a deeper inventory of North American opportunities than at any other time in our history, and I am confident the company is now well positioned to achieve its goal
of becoming the premiere North American resource company. John is the ideal person to lead Apache going forward.
Steve has
done an exceptional job positioning the company and moving us toward North America, where nearly 70% of our production is now based, said Mr. Christmann. I am excited about the opportunity to lead Apache forward and continue the
companys commitment to financial discipline, a low-cost structure, diversity of assets and safe and environmentally responsible operations.
Commenting on Mr. Farris retirement, Apache lead director Charles Pitman said, I
want to thank Steve for his leadership, dedication and decades of service to Apache. The board has been focused on CEO succession planning for some time, and Steve has done an exceptional job grooming John Christmann and other future Apache leaders.
The board looks forward to working with John and is delighted to welcome him into this new role.
Mr. Farris joined Apache in
1988 and has served as its chief executive officer since 2002 and as chairman of the board since 2009. In February 2014, Mr. Farris also assumed the title of president. He served the company as president and chief operating officer from 1994 to
2009, as senior vice president from 1991 to 1994 and as vice president exploration and production from 1998 to 1991.
Mr. Christmann has been with Apache for 18 years and has served in a variety of leadership roles. Most recently, he served as executive
vice president and chief operating officer North America, where he has been focused on aligning the right people, acreage and strategy to ensure Apaches future growth and success in North America. As the region vice president
Permian Region, from 2010 through 2013, he established Apaches Midland office and oversaw a doubling of production during his tenure. From 2004 to 2010, John served as vice president Business Development where his team executed more
than $6 billion in acquisitions and divestments. Prior to that, John held other operational positions within Apache, including as production manager in the companys Gulf Coast region. Prior to joining Apache, he was employed by Vastar
Resources/ARCO Oil and Gas Company in business development, crude oil marketing and various engineering and operational assignments. Christmann earned his bachelors degree in petroleum engineering from the Colorado School of Mines and his MBA
from Southern Methodist University.
Mr. Lowe has been a member of Apaches board since 2013. Mr. Lowe spent more than
30 years with ConocoPhillips and predecessor firms, where he held a series of executive positions, including EVP, Exploration & Production; EVP, Commercial; and EVP, Planning, Strategy and Corporate Affairs. Mr. Lowe is a member of the
board of directors for Phillips 66 and Agrium Inc. and a special executive advisor to Tudor, Pickering, Holt & Co.
About Apache
Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom
and Australia. Apache posts announcements, operational updates, investor information and all press releases on its website, www.apachecorp.com.
Contacts
Investor: (281)
302-2286 Gary Clark
Media: (713) 296-7189 Castlen Kennedy
Website: www.apachecorp.com
-end-
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