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CXO > SEC Filings for CXO > Form 8-K on 4-Jan-2017All Recent SEC Filings

Show all filings for CONCHO RESOURCES INC

Form 8-K for CONCHO RESOURCES INC


4-Jan-2017

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 January 2, 2017, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Concho Resources Inc. (the "Company") took certain actions with respect to the compensation of its executive officers, including
(i) a grant of performance units (the "Performance Units") to officers of the Company pursuant to a form of Performance Unit Award Agreement (the "Performance Unit Award Agreement") approved by the Compensation Committee on January 2, 2013, and (ii) making restricted stock grants. The Performance Units and restricted stock grants were made under the Company's 2015 Stock Incentive Plan, which was approved by the Company's stockholders in June 2015.

Performance Unit Awards

The Performance Units granted to each recipient are payable in shares of the Company's common stock ("Common Stock") based upon the achievement by the Company over a performance period commencing on January 1, 2017 and ending on December 31, 2019 of performance goals established by the Compensation Committee. The number of shares of Common Stock that may be issued pursuant to an award will be determined by multiplying the number of Performance Units granted under the award by the result of multiplying the "Relative TSR Percentage" by the "Absolute TSR Percentage." The "Relative TSR Percentage" is the percentage, if any, achieved by attainment of the following performance goals for the performance period, as certified by the Compensation Committee:
(i) if the Company's total shareholder return ("TSR") measured against the Company's peer group is below the 25th percentile, the Relative TSR Percentage is 0%; (ii) if the TSR measured against the Company's peer group is at the 25th percentile, the Relative TSR Percentage is 50%; (iii) if the TSR measured against the Company's peer group is at the 50th percentile, the Relative TSR Percentage is 100%; (iv) if the TSR measured against the Company's peer group is at the 70th percentile, the Relative TSR Percentage is 150%; and (v) if the TSR measured against the Company's peer group is in the 90th percentile or above, the Relative TSR Percentage is 200%, with 200% being the maximum and the Compensation Committee applying straight line interpolation for all points between the 25th percentile threshold and the 90th percentile maximum. The "Absolute TSR Percentage" is the percentage achieved by attainment of the following performance goals for the performance period, as certified by the Compensation Committee: (a) if the Company's absolute annualized TSR is less than 0%, the Absolute TSR Percentage is 50%; (b) if the Company's absolute annualized TSR is at least 0% and not greater than 15%, the Absolute TSR Percentage is 100%; and (c) if the Company's absolute annualized TSR is greater than 15%, the Absolute TSR Percentage is 150%. TSR for the Company and each of the peer companies is generally determined by dividing (A) the average closing stock prices on each trading day during the period beginning on the first day of the calendar month in which the last day of the performance period occurs and ending on the last day of the performance period plus cash dividends paid over the performance period minus the starting average stock price by (B) the starting average stock price, with the starting average stock price being the average of the closing stock prices on each trading day in the calendar month immediately preceding the first day of the performance period.


Dividend equivalents with respect to any cash dividends paid during the performance period are paid at the same time, and subject to the same terms and conditions, as are applicable to Performance Units, except that if more than one share of Common Stock becomes payable in respect of a Performance Unit, then the maximum amount of dividend equivalents payable with respect to such unit equals the aggregate amount of cash dividends paid during the performance period on one share of Common Stock. Unless otherwise determined by the Compensation Committee, each recipient will forfeit his or her Performance Units if the recipient's employment with the Company terminates during the performance period for any reason other than for death, disability or retirement on or after attainment of age 65. If employment is terminated during the performance period due to death, disability or such retirement, the recipient is entitled to receive payment with respect to his or her Performance Units based on actual performance for the performance period (which payment will be pro-rated in the event of retirement). In the event of a change of control of the Company during the performance period, the Relative TSR Percentage and the Absolute TSR Percentage will be determined based on actual performance as if the performance period ended on the date of the change of control, and outstanding Performance Units will be settled immediately following such date.

The Performance Units granted on January 2, 2017 by the Compensation Committee to the Company's named executive officers pursuant to a Performance Unit Award Agreement are as follows: Timothy A. Leach, 34,690 Performance Units; E. Joseph Wright, 12,720 Performance Units; Jack F. Harper, 11,972 Performance Units; and C. William Giraud, 11,224 Performance Units.

The foregoing description of the Performance Unit Award Agreement is qualified in its entirety by reference to the complete text of the Performance Unit Award Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 4, 2013 and is incorporated herein by reference.

Restricted Stock Awards

The restricted stock awards vest in four equal annual installments beginning on January 2, 2018. The restricted stock awards granted on January 2, 2017 by the Compensation Committee to the Company's named executive officers are as follows:
Timothy A. Leach, 17,350 shares of restricted stock; E. Joseph Wright, 12,720 shares of restricted stock; Jack F. Harper, 11,972 shares of restricted stock; and C. William Giraud, 11,224 shares of restricted stock.


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