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ROSE > SEC Filings for ROSE > Form 8-K on 9-Dec-2013All Recent SEC Filings

Show all filings for ROSETTA RESOURCES INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ROSETTA RESOURCES INC.


9-Dec-2013

Change in Directors or Principal Officers


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

On December 5, 2013 the Board appointed Jerry R. Schuyler to be a member of the board of directors (the "Board") of Rosetta Resources Inc. (the "Company"), which brings the total number of directors of the Company to nine. There is no arrangement or understanding between Mr. Schuyler and any other person pursuant to which Mr. Schuyler was selected to serve as a member of the board of directors for the Company.

In addition to serving on the Board, Mr. Schuyler will serve as a member of the Nominating and Corporate Governance Committee. Mr. Schuyler qualifies as an "independent" director, and his appointment to the above committee is in accordance with the standards promulgated by the NASDAQ Global Select Market and by the Securities and Exchange Commission.

In connection with his appointment to the Board, Mr. Schuyler received a grant of 969 shares of restricted common stock. In addition, Mr. Schuyler may elect to receive shares of Rosetta common stock in lieu of cash Board retainer fees. Each of these grants is issued under Rosetta's Amended and Restated 2013 Long-Term Incentive Plan. Mr. Schuyler is also eligible for the regular compensation paid by the Company to a non-employee director, which will be prorated during his initial term.

The Company's Board of Directors Governance Guidelines provide that a director shall retire from the Board at the end of the calendar year in which he or she reaches 73 years of age. Two of the Company's directors, Richard W. Beckler and D. Henry Houston, having reached the age of 73, tendered their resignations from the Board, on December 5, 2013, to be effective December 31, 2013. There were no matters of disagreement between either director and the Company concerning the Company's operations, policies or practices, which caused the decision of either director to retire from the Board. Effective at their retirement dates, the size of the Board will be reduced to seven members.

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