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):  March 16, 2015

 
 
ADAMS RESOURCES & ENERGY, INC.
          
     
 
(Exact name of registrant as specified in its charter)
        
                             
           
 
 
Delaware
    
 
 
1-7908
    
 
 
74-1753147
    
           
 
(State or other jurisdiction of incorporation)
    
 
(Commission file
number)
    
 
(IRS employer
identification no.)
    
                             
           
 
17 South Briar Hollow Lane, Houston, Texas
      
 
77027
      
           
 
(Address of principal executive offices)
    
 
(Zip code)
    
                             
                 
 
(713) 881-3600
          
         
 
(Registrant’s telephone number, including area code)
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-commecement communications pursuant to Rule 14d-2 (b) under the Exchange Act
 
(17 CFR40.14d-2(b))

 
[  ]Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
 
(17 CFR 240.13e-4c))


 
 
 


Item 5.02.
Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers

On March 16, 2015, the Board of Directors of Adams Resources & Energy, Inc., appointed Michelle A. Earley (43) and Murray E. Brasseux (66) to the Board effective March 17, 2015.  In addition, the Board of Directors appointed Sharon C. Davis (55), Treasurer and Chief Accounting Officer of the Company, to the additional positions of Executive Vice President and Chief Operating Officer. Also, current Director, Townes G. Pressler, will assume the additional duties of Vice Chairman of the Board of Directors. In connection with these appointments, Adams Resources & Energy, Inc. issued a press release dated March 16, 2015.  A copy of the announcement is included as Exhibit 99.1 to this report and is incorporated herein by reference.

As Directors, Ms. Earley and Mr. Brasseux will receive quarterly non-employee director compensation of $15,000.  In their capacity as directors, they will also be indemnified by the Company pursuant to an indemnification agreement between such persons and the Company.

Historically, the law firm of Locke Lord LLP, of which Ms. Earley is a partner, has performed legal service for the Company.  Fees paid to Locke Lord LLP for 2014 totaled $280,000.

There were no arrangements of understandings with Ms. Earley or Mr. Brasseux or any other person pursuant to which they were selected as directors.  Neither individual has had direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.


Item 9.01.                      Financial Statements and Exhibits

 
(c)
99.1  Copy of Adams Resources & Energy, Inc. press release dated March 16, 2015 entitled “Adams Resources Additions to Board of Directors”

 
 
 


SIGNATURE

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.


ADAMS RESOURCES & ENERGY, INC.



 
Date:  March 16, 2015
By: /s/ Richard B. Abshire
  
 
Richard B. Abshire
 
Chief Financial Officer






























 
 
 

 
The following designated exhibits are incorporated by reference as filed with this report, as indicated.

EXHIBIT INDEX


Exhibit No.
Description
99.1
Copy of Adams Resources & Energy, Inc. press release dated March 16, 2015 entitled “Adams Resources Additions to Board of Directors”

 
 
 






EXHIBIT 99.1
Rick Abshire
(713-881-3609)
FOR IMMEDIATE RELEASE

Adams Resources Makes Additions to Board of Directors
and Appoints Chief Operating Officer

Houston (March 16, 2015)—Adams Resources & Energy, Inc., (NYSE MKT-AE), announced it has increased its Board of Directors to seven positions with the appointments of Michelle A. Earley and Murray E. Brasseux to the Board effective March 17, 2015.  These appointments increase the Board’s independent director positions from the current three to five positions.

Ms. Earley is a partner with the law firm of Locke Lord LLP.  She has extensive experience in capital markets and mergers and acquisition transactions as well as advising clients on securities regulation and offerings and corporate governance.  She is a member of the Locke Lord Practice Development Committee, Women’s Initiative Committee and Diversity Committee as well as hiring partner for the Austin, Texas office.  She is also very involved in community and legal efforts in the Austin area.  Ms. Earley is a summa cum laude graduate of Texas A&M University in 1993 with a J.D. from Yale Law School in 1997.

Mr. Brasseux recently retired as the Managing Director, Oil & Gas Finance at BBVA Compass Bank.  Originally employed by the bank in 1994, he started their energy lending group and grew it to approximately $8 billion in energy lending commitments servicing approximately 170 upstream and midstream companies.  His extensive banking experience included energy lending positions with Bank One, MCorp and Bank of the Southwest, Mr. Brasseux also spent several years as a co-founder and Vice President—Finance of a private exploration company in Louisiana.  A former First Lieutenant in the U.S. Air Force with specialization in accounting and finance, Mr. Brasseux obtained a Bachelor of Science in Finance in 1972 and a Master of Science in Finance in 1976 from Louisiana State University.

The Board of Directors also announced the appointment of Sharon C. Davis to the position of Executive Vice President and Chief Operating Officer.  Ms. Davis was originally employed by the Company in 1992 and has served as the Company’s Treasurer and Chief Accounting Officer since May 2009.  She is a Certified Public Accountant in the State of Texas.

Current Director and Chairman of the Nominating and Compensation Committees, Townes G. Pressler, will also assume the additional duties of Vice Chairman of the Board of Directors.

Thomas S. Smith, Chairman and President, said, “We are very proud of these announcements and are honored to have Michelle, Murray, Sharon and Townes serving in these positions.  We believe this is an extremely talented group with the highest integrity. They will be great additions to our Board and management structure.”
______________________________

Adams Resources & Energy, Inc., through its subsidiaries, is engaged in the business of marketing crude oil, tank truck transportation of liquid chemicals; and oil and gas exploration and production.

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