Current Report Filing (8-k)
August 18 2017 - 5:03PM
Edgar (US Regulatory)
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): August 17, 2017
Eclipse Resources Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36511
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46-4812998
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania
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16803
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (814)
308-9754
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 Instructions A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 17, 2017, Eclipse Resources Corporation (the
Company
) entered into amended and restated executive employment
agreements (each, an
Amended Employment Agreement
and collectively, the
Amended Employment Agreements
) with each of the following executive officers (each, an
Executive Officer
and
collectively, the
Executive Officers
): (i) Benjamin W. Hulburt, Chairman, President and Chief Executive Officer of the Company, (ii) Matthew R. DeNezza, Executive Vice President and Chief Financial Officer of the
Company, and (iii) Christopher K. Hulburt, Executive Vice President, Secretary and General Counsel of the Company.
The Amended
Employment Agreements amended the existing employment agreements of the Executive Officers to, among other things, (i) reflect each Executive Officers current annual base salary (which is $600,000 for Mr. Benjamin W. Hulburt,
$382,000 for Mr. DeNezza, and $340,000 for Mr. Christopher K. Hulburt), (ii) extend the initial term of each employment agreement until August 17, 2020, and (iii) revise certain of the severance benefits provided to the
Executive Officers such that (A) there will be no acceleration of the vesting of any equity or long-term incentive awards granted to the Executive Officer under any Company long-term incentive plan, unless otherwise provided under the terms of
the applicable long-term incentive plan or award agreement, and (B) the cash severance payable to the Executive Officer upon his termination of employment by the Company without Cause or by the Executive Officer for Good
Reason (as those terms are defined in the Amended Employment Agreements) will be calculated using the Executive Officers target annual bonus for the fiscal year that includes his termination date instead of the average of the
Executive Officers annual bonus for the three calendar years preceding his termination date.
Except as described above, the
material terms and conditions of the existing employment agreements of the Executive Officers, as described in the Companys definitive proxy statement relating to its 2017 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission (the
SEC
) on March 23, 2017 and the Companys Current Report on Form
8-K
filed with the SEC on August 29, 2014, remain unchanged.
Copies of the Amended Employment Agreements are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on
Form 8-K
and are incorporated herein by reference. The foregoing descriptions of the Amended Employment Agreements are not complete and are qualified in their entirety by reference to the full text of the
Amended Employment Agreements.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Benjamin W. Hulburt.
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10.2
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Matthew R. DeNezza.
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10.3
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Christopher K. Hulburt.
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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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ECLIPSE RESOURCES CORPORATION
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Date: August 18, 2017
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By:
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/s/ Christopher K. Hulburt
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Name:
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Christopher K. Hulburt
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Title:
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Executive Vice President, Secretary and General
Counsel
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Index to Exhibits
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Exhibit
Number
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Description
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10.1
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Benjamin W. Hulburt.
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10.2
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Matthew R. DeNezza.
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10.3
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Amended and Restated Executive Employment Agreement, dated as of August 17, 2017, by and between Eclipse Resources Corporation and Christopher K. Hulburt.
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