Item 5.02(d) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 15, 2022, the Board of Directors (the "Board") of Abraxas Petroleum
Corporation (the "Company") appointed Mr. Kenneth R. Cooper to the Board as a
Class III director. Mr. Cooper was elected to the Board to fill the vacancy
created by Mr. Brian L. Melton's resignation from the Board, which we reported
on a Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on November 15, 2022. The Board will determine which
committees, if any, Mr. Cooper will be appointed to at the first Board meeting
following his election.
Mr. Cooper is also an independent director of Biglari Holdings Inc.
("Holdings"). As previously discussed in our Current Report on Form 8-K filed
with the SEC on October 27, 2022, the Company and Holdings consummated the
transactions contemplated by an Exchange Agreement, dated September 27, 2022,
pursuant to which the Company issued shares of its common stock to Holdings in
exchange for Holdings' shares of the Company's Series A Preferred Stock (such
transaction, the "Exchange"), which entitled Holdings to vote approximately 90%
of the total voting power of the Company's outstanding capital stock. Mr. Cooper
is not deemed to have had an indirect material interest in the Exchange within
the meaning of Item 404(a) of Regulation SK by nature of being an independent
director of Holdings, and there are no other transactions between Mr. Cooper and
the Company that would require disclosure under Item 404(a) of Regulation SK.
As a non-employee director of our Board, Mr. Cooper will be compensated for his
Board membership in the same manner as the Company's other non-employee
directors. The Company previously disclosed the terms of non-employee director
compensation in its proxy statement on Schedule 14A, filed with the SEC on March
31, 2022.
There are no arrangements or understandings between Mr. Cooper and any other
person pursuant to which Mr. Cooper was elected to serve as a member of the
Board. Mr. Cooper does not have any family relationships with any of the
Company's directors or executive officers.
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