Form 8-K

 

 

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

Date of Report (date of earliest event reported): June 7, 2012

 

 

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35467   20-0700684

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1000 Louisiana, Suite 6700

Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

 

  

 

 

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer Incentive Awards

On June 7, 2012 (the “Grant Date”), the Compensation Committee of the Board of Directors of Halcón Resources Corporation (the “Company”) approved initial incentive compensation awards for the officers set forth in the table below (the “Officers”).

 

Name

  

Office

Floyd C. Wilson

   Chief Executive Officer

Stephen W. Herod

   President

Mark J. Mize

   Executive Vice President—Chief Financial Officer and Treasurer

David S. Elkouri

   Executive Vice President—General Counsel

Joseph S. Rinando, III

   Vice President—Chief Accounting Officer

These initial awards include (i) options to purchase shares of the Company’s common stock and (ii) restricted shares of the Company’s common stock. The exercise price of the stock options is $10.13, which was the closing price of the Company’s common stock as reported on the NYSE on the Grant Date. The options have a term of 10 years and will vest in three equal installments on the first three anniversaries of the Grant Date so long as such officer is employed by the Company or its affiliates on each anniversary of the Grant Date. The restricted stock units will also vest in three equal installments on the first three anniversaries of the Grant Date so long as such officer is employed by the Company or its affiliates on each anniversary of the Grant Date.

The following table sets forth the number of shares underlying stock options and the number of shares of restricted stock granted to the Officers on the Grant Date.

 

Name

   Stock Options      Restricted
Stock  Units
 

Floyd C. Wilson

     125,000         35,000   

Stephen W. Herod

     100,000         25,000   

Mark J. Mize

     100,000         25,000   

David S. Elkouri

     75,000         25,000   

Joseph S. Rinando

     75,000         10,000   

The Compensation Committee also approved cash bonus and equity award targets for the Officers. These awards will be made annually by the Compensation Committee in the ordinary course of business after year-end. Subject to performance measures, the Officers may receive annual cash bonuses of up to 200% of such officer’s respective base salary and equity awards in amounts up to a percentage of such officer’s base salary. The maximum annual equity award for each Officer is set forth in the chart below as a percentage of such Officer’s respective base salary.

 

Name

   Annual Equity Target  

Floyd C. Wilson

     650

Stephen W. Herod

     500

Mark J. Mize

     500

David S. Elkouri

     300

Joseph S. Rinando

     250

 


The Compensation Committee retained Longnecker & Associates, an independent compensation consultant, to advise the committee regarding the incentive compensation awards to the Officers.

Non-Employee Director Incentive Awards

On June 7, 2012, the Compensation Committee also approved an initial grant of restricted stock with a value equal to $50,000 to each non-employee director of the Company (the “Directors”) or 5,000 shares of restricted stock based on the closing price of the Company’s common stock on the Grant Date and rounded up to the nearest 100 shares. These restricted stock awards are subject to a six-month vesting period.

Longnecker & Associates also advised the Compensation Committee with respect to the Company’s incentive compensation awards for non-employee directors.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:

 

Exhibit No.

  

Description

10.1    Form of Stock Option Award Agreement
10.2    Form of Employee Restricted Stock Agreement
10.3    Form of Non-Employee Director Restricted Stock Agreement

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HALCÓN RESOURCES CORPORATION
June 13, 2012     By:   /s/ Mark J. Mize
    Name:   Mark J. Mize
    Title:   Executive Vice President, Chief Financial Officer and Treasurer