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EXPAND ENERGY Corp 8-K Report, Executive Changes (Apr 4, 2013)

Filed April 4, 2013For Securities:EXEEXEELEXEEWEXEEZ

Summary

EXPAND ENERGY Corp (EXE) filed an 8-K on April 4, 2013, detailing significant leadership changes and corporate actions. The report announces the departure of CEO Aubrey K. McClendon, effective April 1, 2013, and the appointment of Steven C. Dixon as Acting Chief Executive Officer. Mr. Dixon will continue his role as Chief Operating Officer, and his compensation has been adjusted to reflect his new responsibilities. This leadership transition occurs as the company continues its search for a permanent CEO. In addition to the CEO change, the company announced the creation of an 'Office of the Chairman' comprising Archie W. Dunham (Non-Executive Chairman), Steven C. Dixon (Acting CEO and COO), and Domenic J. Dell'Osso, Jr. (CFO). This office will oversee strategic, operational, and financial matters during the CEO search. The filing also disclosed early tender results for the company's 2013 and 2018 Senior Notes and announced the completion of a $2.3 billion senior notes offering, which was a condition for these tender offers.

Key Highlights

  • 1Steven C. Dixon appointed Acting Chief Executive Officer, effective April 1, 2013, succeeding Aubrey K. McClendon.
  • 2Aubrey K. McClendon retired as President, CEO, and a director.
  • 3Steven C. Dixon's base salary increased from $860,000 to $975,000, and his Annual Incentive Plan target increased from 125% to 150% of base salary.
  • 4Creation of an 'Office of the Chairman' to manage strategic, operational, and financial oversight during the CEO search.
  • 5Members of the Office of the Chairman: Archie W. Dunham (Non-Executive Chairman), Steven C. Dixon (Acting CEO/COO), and Domenic J. Dell'Osso, Jr. (CFO).
  • 6Announcement of early tender results for 7.625% Senior Notes due 2013 and 6.875% Senior Notes due 2018.
  • 7Completion of a $2.3 billion senior notes offering, linked to the tender offers for existing notes.

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