8-KLeadership ChangesOther EventsExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Executive Changes (Apr 19, 2013)

Filed April 19, 2013For Securities:EXEEXEELEXEEWEXEEZ

Summary

This 8-K filing by Expand Energy Corp. (EXE) on April 19, 2013, details the formal separation and service agreement between the company and its co-founder, former director, CEO, and President, Aubrey K. McClendon. The agreement, effective January 29, 2013, outlines the financial and non-financial terms of his departure, which officially occurred on April 1, 2013. Key aspects include Mr. McClendon's compensation package, which encompasses salary, bonus, and a lump sum payment, as well as specific arrangements for his equity awards and benefits. The filing also addresses non-compete clauses, provisions for his participation in the Founder Well Participation Program, and the continuation of joint operating services for jointly developed oil and gas interests with his affiliates. Additionally, the report mentions the rescission of a 2008 map collection sale and a press release regarding the results of the company's cash tender offers for its senior notes.

Key Highlights

  • 1Formal separation agreement executed with co-founder, former CEO, and President Aubrey K. McClendon.
  • 2Mr. McClendon to receive a total compensation package including base salary, bonus, and a substantial lump sum payment, totaling approximately $8.2 million in cash payments through July 2014.
  • 3Certain equity awards (2013 LTIP Grant) will vest according to original terms, while all other outstanding equity compensation rights became 100% vested upon his separation.
  • 4Company will provide Mr. McClendon with the use of a 28.125% interest in a Citation X aircraft and cover associated costs until December 31, 2016.
  • 5Non-compete provisions restrict Mr. McClendon from hiring current company employees and impose preferential purchase rights for the company on certain oil and gas asset acquisitions by Mr. McClendon.
  • 6Mr. McClendon will retain rights and participate in the Founder Well Participation Program (FWPP) until June 30, 2014.
  • 7A Joint Operating Services Agreement is in place to manage jointly owned oil and gas interests between the company and Mr. McClendon's affiliates, including the provision of reserve reports and transition services.

Frequently Asked Questions

Mr. McClendon is set to receive a total of $975,000 in annual base salary and $1,950,000 in annual bonus compensation, paid in installments through July 3, 2014. Additionally, he will receive a lump sum payment of $7,237,500 on July 1, 2014. He will also receive $112,500 for accrued unused vacation and a lump sum of $26,320 for benefit continuation.

His 2013 Long Term Incentive Plan (LTIP) grants will not be subject to accelerated vesting and will instead vest in three equal annual installments starting January 29, 2014. All other previously granted equity compensation rights became 100% vested immediately upon his separation from the company.

For one year from January 29, 2013, Mr. McClendon is restricted from hiring current company employees, with specific exceptions. He also faces restrictions on acquiring oil and gas assets within spacing units where the company held an interest on April 1, 2013, with the company holding preferential rights to purchase such assets.

A Founder Joint Operating Services Agreement governs the jointly developed oil and gas wells and acreage. The company will continue to provide services such as reserve reports, data, and transition support for jointly owned interests, with reimbursements and credits structured for these services.