8-KLeadership ChangesRegulation FDExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Executive Changes (Mar 7, 2013)

Filed March 7, 2013For Securities:EXEEXEELEXEEWEXEEZ

Summary

EXPAND ENERGY Corp (EXE) filed an 8-K on March 7, 2013, primarily disclosing a change in its Board of Directors. V. Burns Hargis resigned from his position, including his role as Chairman of the Audit Committee. The company stated there were no disagreements between Mr. Hargis and the company regarding its operations, policies, or practices. Simultaneously, the Board appointed Louis A. Raspino to fill the vacancy left by Mr. Hargis and also appointed him as the new Chairman of the Audit Committee. Mr. Raspino's compensation will be pro-rated for 2013 due to his partial year of service and will include a cash retainer and restricted stock awards, aligning with the compensation structure for other non-employee directors. Additionally, a standard indemnity agreement has been entered into with Mr. Raspino.

Key Highlights

  • 1V. Burns Hargis resigned from the Board of Directors and as Chairman of the Audit Committee.
  • 2No disagreements were reported between the departing director and the company.
  • 3Louis A. Raspino was appointed to the Board of Directors.
  • 4Louis A. Raspino appointed as the new Chairman of the Audit Committee.
  • 5Mr. Raspino's compensation will be pro-rated for 2013, consisting of a cash retainer and restricted stock awards.
  • 6Mr. Raspino receives a standard indemnity agreement common for directors.
  • 7The company issued a press release announcing these changes, filed as an exhibit.

Frequently Asked Questions

The filing states that V. Burns Hargis resigned from the Board of Directors. There were no disagreements between Mr. Hargis and the Company on any matter relating to the Company’s operations, policies or practices.

Louis A. Raspino was appointed to the Board of Directors to fill the vacancy and was subsequently appointed as the Chairman of the Audit Committee.

Mr. Raspino will receive compensation commensurate with other non-employee directors, which includes a cash retainer and restricted stock grants. His compensation for 2013 will be pro-rated based on his term of service. He will also receive an additional annual restricted stock award for his role as Audit Committee Chairman.

Mr. Raspino's compensation is aligned with other non-employee directors, with pro-rated amounts for 2013. He will receive a standard indemnity agreement, which is typical for directors and protects them from certain liabilities incurred in their capacity as a director.