Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HK > SEC Filings for HK > Form 8-K on 4-Mar-2013All Recent SEC Filings

Show all filings for HALCON RESOURCES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HALCON RESOURCES CORP


4-Mar-2013

Change in Directors or Principal Officers, Other Events, Financial Statemen


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

Compensation of Executive Officers

On February 26, 2013, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Halcón Resources Corporation ("Halcón" or the "Company") approved a cash bonus payment for 2012 performance and long-term equity incentive awards under the Company's 2012 Long-Term Incentive Plan (as amended, the "Plan") for Floyd C. Wilson, the Company's Chief Executive Officer, as well an increase in Mr. Wilson's base salary for 2013. On February 27, 2013, the Board approved cash bonus payments for 2012 performance and long-term equity incentive awards under the Plan for the Company's President and other executive officers of the Company, as well as increases in base salaries for 2013. The bonus payments, long-term equity incentive awards under the Plan and base salary adjustments were made after consultation with the Company's independent compensation consultant, and after taking into account the compensation practices of the Company's compensation peer group, the Company's compensation philosophy and the individual and collective achievements of the executives during 2012. The table below sets forth the approved amounts of annual cash bonus for 2012 performance, long-term equity incentive awards and the base salary for 2013 for the Company's principal executive and financial officers, Messrs. Wilson and Mize, respectively, and the other officers listed below.

                                   Shares of        Common
                                   Restricted        Stock
                  Annual Cash        Common       Underlying      Base Salary       2013 Base
Executive            Bonus           Stock       Stock Options      Increase          Salary
Floyd C.                               274,650         667,400
Wilson           $    1,200,000                                  $      150,000   $      750,000
Stephen W.              800,000        140,850         342,200           50,000          450,000
Herod
Mark J. Mize            700,000        123,240         299,500           50,000          400,000
David S.                487,500         68,660         166,800           50,000          375,000
Elkouri
Joseph S.               455,000         45,770         111,200                -          260,000
Rinando III

The restricted stock and stock option awards will vest in three equal installments on each anniversary date of the awards, with the first installment vesting on February 28, 2014, subject to acceleration under certain circumstances as provided in the Plan or otherwise agreed to by the Company. Each stock option award was issued with an exercise price of $7.10 per share, which was the closing market price for a share of the Company's common stock on February 28, 2013. Each option award is subject to forfeiture in the event that the stockholders of the Company do not approve a proposal to increase the number of shares of common stock of the Company reserved under the Plan at the next annual meeting of stockholders.

The Compensation Committee also established long-term incentive compensation targets for each of the above executives, equal to the following percentages of base salary for each executive: Mr. Wilson, 650%; Mr. Herod, 550%; Mr. Mize, 500%; Mr. Elkouri, 400% and Mr. Rinando, 275%.

Amendment of 2012 Long-Term Incentive Plan

Also on February 27, 2013, the Board approved amendments to the Plan the primary purpose of which are to facilitate shifting administration of the Plan to a third party service provider by conforming the provisions of the Plan relating to the exercise and settlement of equity awards to the practices of the


third party administrator. As amended, the Plan is entitled the "Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan". A copy of the amended Plan is attached hereto as Exhibit 10.01 and incorporated herein by reference.

Subject to stockholder approval in accordance with the rules of the New York Stock Exchange, the Board also approved an amendment to the Plan to increase the number of shares of common stock reserved thereunder from 11.5 million to 41.5 million.



Item 8.01 Other Events.

Compensation of Outside Directors

On February 27, 2013, the Board approved equity awards to certain non-employee directors and changes in non-employee director compensation recommended by the Committee. The Committee made the recommendations that were approved by the Board after consultation with the Company's independent compensation consultant and after taking into account the compensation practices of the Company's compensation peer group. The compensation changes are effective immediately and consist of: annual retainer paid to non-employee directors of $60,000; an annual fee paid to the Board's lead director of $50,000; annual fees paid to the chairman of each of the Compensation, Audit, Reserves and Nominating and Corporate Governance committees in the amount of $15,000, $25,000, $12,500 and $12,500, respectively. Additionally, each non-employee director will receive an annual award of restricted stock having a value of $160,000 immediately following the annual stockholders meeting. Eight non-employee directors that have served as directors from February 2012 also each received a one-time catch up award of restricted stock having a value of $110,000 effective February 28, 2013.

Amendments to Committee Charters and Equity Based Incentive Grant Policy

On February 27, 2013, the Board approved amendments to the charter of the Compensation Committee of the Board to conform the provisions of the Charter to newly enacted rules of the New York Stock Exchange relating to the assessment of independence of Committee members and compensation consultants engaged by the Committee, which rules will first go into effect in July 2013, to re-define the term "Executive Officers" to include the Company's chief executive officer, president, chief accounting officer, each executive vice president, and any vice president in charge of reserves or human resources, and to clarify certain other responsibilities of the Committee. At the same time, the Board also approved amendments to the charter of the Reserves Committee of the Board to clarify certain procedural matters relating to operation, responsibilities and authority of the Reserves Committee, including the authority of the Reserves Committee to expend such Company funds as it deems necessary to carry out its responsibilities under its charter.

Also on February 27, 2013, the Board approved an amendment to our Equity-Based Incentive Grant Policy to clarify the applicability of the policy to awards under the Plan made to non-employee directors.

Copies of the amended charter of the Compensation Committee and of the Reserves Committee and the amended Equity-Based Incentive Grant Policy, along with other corporate governance documents applicable to the Company, are available under the "Investor Relations - Corporate Governance" section of the Company's website at www.halconresources.com. References to our website address do not constitute incorporation by reference of the information contained on our website and should not be considered part of this report.




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
10.01          Halcón Resources Corporation First Amended and Restated 2012
               Long-Term Incentive Plan


  Add HK to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HK - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.