Item 1.01. Entry into a Material Definitive Agreement.
On May 28, 2009, at the 2009 Annual Meeting of Stockholders (the "2009 Annual
Meeting") of Stone Energy Corporation ("Stone"), which was held in New Orleans,
Louisiana, the stockholders approved Stone's 2009 Amended and Restated Stock
Incentive Plan (the "2009 Plan"). The 2009 Plan is an amendment and restatement
of the Stone Energy Corporation 2004 Amended and Restated Stock Incentive Plan
(the "2004 Plan") and will supersede and replace in its entirety the 2004 Plan.
The primary differences between the 2009 Plan and its predecessor are: (a) the
number of shares subject to the 2009 Plan has been increased by 1,500,000
shares; (b) the maximum number of shares that may be subject to awards granted
under the 2009 Plan to any one individual during the period beginning on the
date of the 2009 Annual Meeting and ending on the last day of the term of the
2009 Plan may not exceed 50% of the number of additional shares made subject to
the 2009 Plan as of the date of the 2009 Annual Meeting (in lieu of a calendar
year limit provided in the predecessor plan of a maximum of 100,000 shares
subject to stock options and 33,000 shares subject to restricted stock awards);
(c) the 2009 Plan eliminates the automatic grant of stock options or restricted
stock awards to Nonemployee Directors that was provided for in the 2004 Plan so
that awards under the 2009 Plan to Nonemployee Directors will be entirely at the
discretion of the Board of Directors; (d) the term of the 2009 Plan has been
extended to March 23, 2019, which is 10 years after the date the Board of
Directors adopted the 2009 Plan; (e) the automatic grant of certain bonus stock
awards has been discontinued under the 2009 Plan; and (f) the 2009 Plan
eliminates the provisions of the 2004 Plan that imposed limitations on the
number of shares that could be the subject of awards granted by the Chief
Executive Officer of the Company and, in lieu thereof, provides the Board of
Directors with discretion to put restrictions and limitations on the powers that
may be exercised under the 2009 Plan by the Chief Executive Officer.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2009, at the 2009 Annual Meeting, the stockholders re-elected
Robert A. Bernhard, Peter D. Kinnear, Donald E. Powell, Kay G. Priestly, David
R. Voelker and David H. Welch to serve as directors until the 2010 Annual
Meeting of Stockholders. John P. Laborde was appointed to the Compensation
Committee, replacing Richard A. Pattarozzi. The Board of Directors also awarded
each nonemployee director 5,000 restricted shares as of May 28, 2009, with
forfeiture restrictions lapsing in one year.
Item 7.01. Regulation FD Disclosure.
On May 28, 2009, the Board of Directors adopted amended and restated charters
for the Compensation and Reserves Committees, respectively. The revised charters
are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and
are incorporated by reference into this Item 7.01.
On June 2, 2009, we issued a press release announcing a deepwater discovery
on our Pyrenees Prospect. The press release is furnished as Exhibit 99.3 to this
Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in
this report, including Exhibits 99.1, 99.2 and 99.3 shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section, nor shall such
information, including Exhibit 99.1, be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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