Current Report Filing (8-k)
28 Mai 2021 - 10:07PM
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
May 28, 2021
Date of Report
(Date of earliest event reported)
GOODRICH
PETROLEUM CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
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001-12719
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76-0466193
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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|
|
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801 Louisiana St., Suite 700
Houston, Texas 77002
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(Address of
principal executive offices)
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(713) 780-9494
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(Registrant’s
telephone number, including area code)
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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:
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¨
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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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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common stock, par value $0.01 per share
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GDP
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NYSE American
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Emerging
growth company ¨
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. ¨
Goodrich
Petroleum Corporation (the “Company”) has taken certain actions in order to finalize the grant of awards under the Company’s
long-term cash incentive plan (the “LTCIP”) to the Company’s named executive officers. The LTCIP awards are materially
consistent with the terms of the LTCIP that were previously disclosed in the Company’s Definitive Proxy Statement, filed with the
Securities and Exchange Commission on April 7, 2021.
The target amount of the LTCIP award granted
to the Company’s named executive officers is (i) $2,000,000 for Walter G. Goodrich, the Company’s Chairman and Chief Executive
Officer, (ii) $2,000,000 for Robert C. Turnham, Jr., the Company’s President and Chief Operating Officer, and (iii) $650,000 for
Michael J. Killelea, the Company’s Executive Vice President, General Counsel & Corporate Secretary. One-half of such target
amount is subject to the “ROIC” performance goal shown below, which is generally measured over a single three-year performance
period, and one-half of such target amount is subject to the “FCF” performance goal shown below, which is generally measured
over three one-year performance periods.
ROIC
Performance Goal
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Performance
Period: January 1, 2021 through December 31, 2021
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Threshold
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Target
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Maximum
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ROIC Performance Hurdle
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43.45
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%
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51.12
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%
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58.79
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%
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Earned Percentage (of one-third of ROIC Annual Target Amount)
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50
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%
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100
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%
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200
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%
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“ROIC”
means, with respect to the performance period noted above, the result (expressed as a percentage) of (i) the Company’s earnings
before interest, taxes, depreciation and amortization (“EBITDA”), divided by (ii) the Company’s average
invested capital (total assets less current liabilities).
FCF
Performance Goal
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Performance
Period 1: Calendar Year 2021
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Threshold
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Target
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Maximum
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FCF Performance Hurdle
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$
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10,530,000
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$
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16,200,000
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$
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21,860,000
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Earned
Percentage (of one-third of the FCF Target Amount)
(per
performance period)
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50
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%
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100
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%
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200
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%
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“FCF” means, with respect to each separate calendar year performance period noted above, the result (expressed as a dollar
amount) of (i) (a) the Company’s discretionary cash flow, minus (b) the Company’s net capital expenditures.
Both performance metric payouts are subject to
annual Board approved budgets and are subject to customary terms and conditions including withholding and change of control provisions
at target.
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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GOODRICH PETROLEUM CORPORATION
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May 28, 2021
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By:
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/s/ Michael J. Killelea
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Name:
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Michael J. Killelea
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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