Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Rice Energy Inc. Annual Incentive Bonus Plan
At the Annual Meeting of Stockholders held on June 3, 2015 (the "Annual
Meeting"), the stockholders of Rice Energy Inc. (the "Company") approved the
Annual Incentive Bonus Plan (the "AIB Plan") that provides for the grant of
performance-based cash incentive awards.
The AIB Plan is administered by the Company's Compensation Committee (the
"Committee") of the Board of Directors (the "Board") with respect to awards to
be granted to the Company's executive officers and by the Company's Chief
Executive Officer with respect to awards to be granted to other employee
participants thereunder (as applicable, the "Plan Administrator"). The AIB Plan
provides performance-based cash incentive compensation to employees based on
their service and corporate and/or individual performance during a performance
period, among other factors. The AIB Plan has a maximum limit of $3 million that
may be paid to any individual for any one calendar year period under the plan.
The AIB Plan includes the following performance measures (including variations
thereof): earnings per share, increase in revenues, increase in cash flow,
increase in cash flow from operations, increase in cash flow return, return on
net assets, return on assets, return on investment, return on capital, return on
equity, economic value added, operating margin, contribution margin, net income,
net income per share, pre-tax earnings, pre-tax earnings before interest,
depreciation and amortization, pre-tax operating earnings after interest expense
and before incentives, service fees and extraordinary or special items, total or
relative stockholder return, debt reduction, market share, change in the fair
market value of stock price, operating income, amount of oil and natural gas
reserves, oil and natural gas reserves additions, cost of finding oil and
natural gas reserves, oil and natural gas reserve replacement ratios, oil and
natural gas production amounts, oil and natural gas production sales amounts,
safety targets, regulatory compliance, any of the above goals as compared to the
performance of a published or special index deemed applicable by the Committee,
including, but not limited to, the Standard & Poor's 500 Stock Index or a group
of comparable companies, and other non-financial operating and management
performance objectives. To the extent consistent with Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated thereunder, the Plan Administrator may also determine that certain
adjustments will apply, in whole or in part, to exclude or include the effect of
specified events that occur during a performance period.
The Plan Administrator, in its sole discretion, may also establish such
additional restrictions or conditions that must be satisfied as a condition
precedent to the payment of all or a portion of any awards. Such additional
restrictions or conditions need not be performance-based and may include, among
other things, the receipt by a participant of a specified annual performance
rating, the continued employment by the participant and/or the achievement of
specified performance goals by the Company, business unit or participant.
Furthermore and notwithstanding any provision of the AIB Plan to the contrary,
the Plan Administrator may reduce the amount of any award to a participant if it
concludes that such reduction is necessary or appropriate based upon: (i) an
evaluation of such participant's performance, (ii) comparisons with compensation
received by other similarly situated individuals working within the Company's
industry, (iii) the Company's financial results and conditions, or (iv) such
other factors or conditions that the Plan Administrator deems relevant.
Notwithstanding any provision of the AIB Plan to the contrary, the Plan
Administrator may not use its discretionary authority to increase any award that
is intended to be performance-based compensation under Section 162(m) of the
Unless otherwise determined by the Committee or as otherwise provided, if a
participant in the AIB Plan Separates from Service (as defined in the AIB Plan)
prior to the end of a performance period of an award (i) by reason of death or
disability, the participant's award will be prorated to reflect the period of
service during the performance period prior to his/her death or disability;
(ii) on account of an involuntary Separation from Service by the Company other
than for Cause (as defined in the AIB Plan) (A) within the 90-day period
immediately preceding a Change in Control (as defined in the AIB Plan), or
(B) on or within the one (1) year period following a Change in Control, the
award will be deemed earned at a target award level; or (iii) on account of an
involuntary Separation from Service by the Company other than for Cause which
occurs on or after July 1st of an annual performance period, the participant's
award will be prorated to reflect the period of service during the performance
period prior to his/her Separation from Service. Participants who have a
Separation from Service for any reason other than those provided above prior to
the end of a performance period of an award, will forfeit any and all rights to
payment under such award then outstanding and will not be entitled to any cash
payment for the applicable period.
The foregoing description of the AIB Plan is not complete and is qualified in
its entirety by reference to the full text of the AIB Plan, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting in Canonsburg, Pennsylvania on June 3,
2015. At the Annual Meeting, the Company's stockholders were requested to
(1) elect two Class I directors to serve on the Board for a term of office
expiring at the Company's 2018 annual meeting of stockholders, (2) approve the
AIB Plan, (3) approve, on an advisory basis, the compensation of the Company's
executive officers, (4) approve, on an advisory basis, the frequency of future
advisory votes on the Company's executive compensation and (5) ratify Ernst &
Young LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2015. The following are the final voting results
on proposals considered and voted upon at the Annual Meeting, each of which is
more fully described in the Company's proxy statement, which was filed with the
Securities and Exchange Commission on April 17, 2015.
Proposal No. 1: The election of election of two Class I directors nominated by
our Board to serve until the Company's 2018 annual meeting of stockholders was
approved as follows:
Director Name For Withheld Broker Non-Votes
Daniel J. Rice IV 124,239,482 1,161,002 4,102,199
James W. Christmas 113,600,751 11,799,733 4,102,199
There were no abstentions on this proposal.
Proposal No. 2: The AIB Plan was approved as follows:
For Against Abstain Broker Non-Votes
124,819,846 566,867 13,771 4,102,199
Proposal No. 3: The compensation of the Company's executive officers was
approved, on an advisory basis, as follows:
For Against Abstain Broker Non-Votes
124,680,761 682,603 32,120 4,102,199
Proposal No. 4: The frequency of future advisory votes on the Company's
executive compensation was approved, on an advisory basis, as follows:
1 Year 2 Years 3 Years Abstain
123,786,570 987,781 595,328 25,805
Based on the voting results for this proposal, the Company determined that an
advisory vote to approve the Company's executive compensation will be conducted
on an annual basis, until the next advisory vote on this matter is held.
Proposal No. 5: The ratification of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2015 was approved as follows:
For Against Abstain
129,413,895 48,174 40,614
There were no broker non-votes on this proposal.
Item 9.01 Financial Statements and Exhibits.
10.1* Rice Energy Inc. Annual Incentive Bonus Plan.
* Filed herewith.
© Edgar Online, source Glimpses