NEWFIELD EXPLORATION COMPANY (NYSE:NFX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August9, 2017, the Board of Directors (the “Board”) of Newfield Exploration Company (the “Company”), upon the recommendation of the Nominating& Corporate Governance Committee of the Board, elected Edgar R. “Bud” Giesinger to serve on the Board, effective August11, 2017. Mr.Giesinger has been elected to fill a newly created vacancy on the Board resulting from the Boards decision on August9, 2017 to increase the size of the Board from nine members to ten members. Mr.Giesinger will serve on the Audit Committee of the Board and will stand for re-election at the Companys 2018 Annual Meeting of Stockholders. The Board determined that Mr.Giesinger satisfies the requirements for an “independent director” within the definition of such term in the New York Stock Exchange listing standards and Item 407(a)of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”).
Mr.Giesinger does not have (i)any arrangements or understandings with any other person to which he was elected to serve as a director; (ii)any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii)any direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a)of Regulation S-K.
Mr.Giesinger will receive the standard compensation paid by the Company to its non-employee directors, prorated to reflect his 2017-2018 service period on the Board, as described under “Director CompensationDirector Compensation Program” in the Companys Proxy Statement for its 2017 Annual Meeting of Stockholders (“Proxy Statement”), which was filed with the SEC on March29, 2017. As part of this compensation, Mr.Giesinger will receive an award of restricted shares of the Companys common stock, as described in the Proxy Statement, in an amount prorated to reflect his 2017-2018 service period on the Board. Mr.Giesingers restricted stock award is equal to 5,842 shares, which will vest on the one year anniversary of the grant, subject to Mr.Giesingers continued service on the Board as described in the applicable award agreement.
As of the date of this Current Report on Form8-K, except for the foregoing grant, Mr.Giesinger does not have any direct or indirect beneficial ownership in the Companys stock or rights to acquire the Companys stock. Also in connection with his election, Mr.Giesinger will enter into a standard indemnification agreement with the Company, in the form previously filed with the SEC on February6, 2009 as Exhibit10.20 to the Companys Current Report on Form8-K, which is incorporated herein by reference.
Mr.Giesinger, 60, has over 35 years of experience as a public accountant. Mr.Giesinger retired in 2015 from KPMG LLP, after serving over 35 years with the firm. During Mr.Giesingers tenure with KPMG LLP, in addition to acting as an audit engagement partner, he served as the Managing Partner of the firms Houston office, with oversight of the strategic direction, partner compensation, human resources and legal and regulatory affairs of that office. In addition, Mr.Giesinger served on the nominating committee of KPMG LLPs board of directors.
Mr.Giesinger holds a B.B.A. in accounting from The University of Texas at Austin and is a Certified Public Accountant. He is also a member of the American Institute of Public Accountants. He serves on the board of directors and is audit committee chair of Solaris Oilfield Infrastructure,Inc. and on the board of directors and audit, nominating and corporate governance and compensation committees of Geospace Technologies Corporation. Mr.Giesinger also has been active in numerous professional and charitable organizations.
Item 7.01 Regulation FD Disclosure
On August14, 2017, Newfield announced Mr.Giesingers election to its Board of Directors. A copy of the press release is furnished herewith as Exhibit99.1.
The information in Item 7.01 of this Current Report, including the exhibit attached hereto as Exhibit99.1, is being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
Press Release issued by Newfield Exploration Company on August14, 2017.
NEWFIELD EXPLORATION CO /DE/ ExhibitEX-99.1 2 a17-20103_1ex99d1.htm EX-99.1 Exhibit 99.1 Newfield Exploration Company Announces Appointment of Edgar R. Giesinger to Board of Directors The Woodlands,…To view the full exhibit click
About NEWFIELD EXPLORATION COMPANY (NYSE:NFX)
Newfield Exploration Company is an independent energy company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids (NGLs). The Company’s operations are focused primarily on large scale, onshore liquids-rich resource plays in the United States. Its segments are the United States and China. Its principal areas of operation are the Anadarko and Arkoma Basins of Oklahoma, the Williston Basin of North Dakota, the Uinta Basin of Utah and the Maverick, and Gulf Coast basins of Texas. In addition, it has oil developments offshore China. Its proved reserves of over 510 million barrels of oil equivalents (MMBOE) consist of over 310 MMBOE proved developed producing, 20 MMBOE proved developed non-producing and 180 MMBOE proved undeveloped reserves. Its proved liquids reserves are over 290 million barrels. Over 71% of its proved liquid reserves are crude oil or condensate. Its proved natural gas reserves are over 1,305 billion cubic feet (Bcf).
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