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 and Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 7,
2011
FAR
EAST ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-32455
|
88-0459590
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
363
N. Sam Houston Parkway East, Suite 380, Houston, Texas
|
77060
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 598-0470
Not
Applicable
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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.
|
On
February 7, 2011, the Compensation Committee (the “Committee”) of the Board of
Directors of Far East Energy Corporation (the “Company”) awarded Michael R.
McElwrath, the Company’s President and Chief Executive Officer, and Bruce N.
Huff, the Company’s Chief Financial Officer, grants of shares of restricted
common stock of the Company, par value $0.001 per share (“Common Stock”), and
options to purchase Common Stock (the “Awards”) under the Far East Energy
Corporation 2005 Stock Incentive Plan (the “2005 Plan”). None of the
Awards vested on the grant date. The Awards will vest over a period
of three years, subject to the conditions set forth in the 2005 Plan, including
each executive’s continued employment with the Company, in amounts and with such
terms as set forth below:
|
Executive
|
Shares
of
Restricted Stock
|
Stock Options
|
Stock
Option Exercise Price
Per Share
|
Vesting Date
|
|
Michael
R. McElwrath
|
144,933
|
100,000
|
$0.58
|
February
7, 2012
|
|
144,933
|
100,000
|
$0.58
|
February
7, 2013
|
|
|
144,934
|
100,000
|
$0.58
|
February
7, 2014
|
|
|
Bruce
N. Huff
|
85,000
|
58,333
|
$0.58
|
February
7, 2012
|
|
85,000
|
58,333
|
$0.58
|
February
7, 2013
|
|
|
85,000
|
58,334
|
$0.58
|
February
7, 2014
|
In
granting the Awards, the Committee noted the exceptional performance by the
Company and Messrs. McElwrath and Huff in 2011, including the successful
implementation of a gas sales agreement with a pipeline having approximately 40
million cubic feet per day of capacity, the installation of the associated gas
gathering and compression system in less than six months, the continued absence
of any lost-time accidents involving Company personnel over a period exceeding
five years and the executives’ leadership of a successful capital raise in
August 2010 with gross proceeds in excess of $34 million at a small discount to
market. The Committee further considered that the Company may be the
first western coalbed methane operator in the People’s Republic of China to gain
access to pipeline offtake capacity. With respect to Mr. McElwrath,
the Committee noted that Mr. McElwrath had received no grant of restricted
shares or stock options in 2010. With respect to Mr. Huff, in
addition to the performance described above, the Committee noted Mr. Huff’s
stewardship of the Company’s financial reporting obligations, system of internal
controls, cash management and other areas of financial
coordination.
Moreover,
in granting each of Messrs. McElwrath and Huff his time-vested Awards, the
Committee cited the desire to retain Mr. McElwrath as President and Chief
Executive Officer and Mr. Huff as Chief Financial Officer, and to continue to
align their interests with those of the Company’s
shareholders.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February
9, 2011
|
Far
East Energy Corporation
|
|||
|
|
By:
|
/s/ Bruce N. Huff | |
|
Bruce
N. Huff
|
|||
|
Chief
Financial Officer
|
|||
3