Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
In conjunction with the Plan of Liquidation outlined below, Riviera
Resources, Inc. (“Riviera” or the “Company”) will make
organizational changes impacting certain officers of the
Effective as of October 23, 2020, James G. Frew will resign
from his position as Executive Vice President and Chief Financial
Officer of the Company.
Effective as of November 6, 2020, Daniel Furbee will resign
from his position as Executive Vice President and Chief Operating
Officer of the Company.
Also effective as of October 23, 2020, the Company will
appoint Darren Schluter, who is currently the Company’s Executive
Vice President of Finance and Administration and Chief Accounting
Officer, to serve as Chief Financial Officer.
Mr. Schluter, who is 50 years old, has served as Executive
Vice President, Finance, Administration and Chief Accounting
Officer of the Company since September 2018. Mr. Schluter
previously served as the Vice President and Controller of Linn
Energy, Inc. (“LINN”), an independent natural gas exploration and
production company, from July 2007 to February 2017.
Mr. Schluter served in various accounting and auditing roles
at Nabors Industries, Ltd. and KPMG, LLP and has over 25 years of
total experience. Mr. Schluter holds a Bachelor’s and Master’s
degree in accounting from the University of Texas.
The Company has determined that neither Mr. Schluter, nor any
of his respective immediate family members has or had (nor does any
propose to have) a direct or indirect material interest in any
transaction in which the Company or any of the Company’s
subsidiaries was or is (or is proposed to be) a participant, that
would be required to be disclosed under Item 404(a) of Securities
and Exchange Commission Regulation S-K. In addition, the Company has
determined that there are no family relationships between
Mr. Schluter and any current executive officer or director of
There are no arrangements or understandings with the Company, or
any other persons, pursuant to which Mr. Schluter was selected
to serve as an officer of the Company.
Effective as of October 12, 2020, Thanasi Skafidas, who, in
his capacity as an employee of York Capital Management, served as a
member of the Board of Directors of the Company (the “Board”), the
Audit Committee and the Compensation Committee of the Board,
resigned from the Board, and Win Rollins, who, in his capacity as
an employee of Elliott Management Corporation, served as a member
of the Company’s Board and the Compensation Committee of the Board,
resigned from the Board. Messrs. Skafidas and Rollins decisions to
resign as a director of the Company were not the result of any
disagreement with the Company on any matter relating to the
operations, internal controls, policies or practices of the
The Board does not intend to select members to replace
Mr. Skafidas and Mr. Rollins, as permitted by the
Company’s bylaws, and the Board plans to approve a decrease in the
number of authorized directorships of the Board from five members
to three members following the effective date.
Regulation FD Disclosure.
On October 13, 2020, Riviera filed a press release announcing
the Dividend (as defined below) and other updates relating to the
Company, including the reorganization of the Board and management
and the approval of the Plan of Liquidation, as described above. A
copy of the press release is attached as Exhibit 99.1 to this
report and is incorporated by reference herein.