Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Oasis Petroleum Inc. | h79844exv10w1.htm |
| EX-99.1 - EX-99.1 - Oasis Petroleum Inc. | h79844exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2011
OASIS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34776 | 80-0554627 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1001 Fannin Street, Suite 1500 Houston, Texas |
77002 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 404-9500
Not Applicable.
(Former name or former address, if changed since last report)
(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 (see General
Instruction A.2. below):
| 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)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2011, the Board of Directors (the “Board”) of Oasis Petroleum Inc. (the
“Company”) elected Mr. Ted Collins, Jr. as a director, increasing the number of directors from six
to seven. Mr. Collins will serve as a Class I director, and his term on the Board will expire at
the Company’s annual meeting of stockholders in 2011.
Mr. Collins has been appointed to serve as a member of the Audit Committee and the Nominating
and Governance Committee, effective May 1, 2011. The Board has determined that Mr. Collins is an
independent director under Sections 303A.02 and 303A.07 of the New York Stock Exchange Listed
Company Manual and under Rule 10A-3 of the Exchange Act. In addition, certain other adjustments in
committee membership were made contemporaneously with Mr. Collins’ election. Effective May 1,
2011, the Audit Committee will be composed of Mr. Michael McShane (Chairman), Mr. William Cassidy,
and Mr. Collins; and the Nominating and Governance Committee will be composed of Mr. William
Cassidy (Chairman), Mr. Douglas E. Swanson, Jr., and Mr. Collins.
There are no understandings or arrangements between Mr. Collins and any other person pursuant
to which Mr. Collins was elected to serve as a director of the Company. There are no relationships
between Mr. Collins and the Company or any of its subsidiaries that would require disclosure
pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Mr. Collins will receive
compensation in accordance with the Company’s policies for compensating non-employee directors,
including any long-term equity incentive awards under the Company’s Long Term Incentive Plan.
In connection with Mr. Collins’ election to the Board, he is expected to receive an initial
equity award having a value of approximately $17,500 in the form of restricted stock. The shares
of restricted stock, which will be issued under the Company’s Long Term Incentive Plan, vest on one
year following the grant date. In addition, the Company entered into an indemnification agreement
with Mr. Collins on February 15, 2011. The indemnification agreement is attached hereto as Exhibit
10.1 and is incorporated by reference herein in its entirety. The indemnification agreement
requires the Company to indemnify Mr. Collins to the fullest extent permitted under Delaware law
against liability that may arise by reason of his service to the Company, and to advance expenses
incurred as a result of any proceeding against him as to which he could be indemnified.
Item 7.01 Regulation FD Disclosure.
On February 17, 2011, the Company announced the election of Mr. Ted Collins, Jr. to the Board
of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and will not
be incorporated by reference into any filing under the Securities Act of 1933 unless specifically
identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Indemnification Agreement, dated February 15, 2011, between
Oasis Petroleum Inc. and Ted Collins, Jr. |
|
| 99.1 | Press Release dated February 17, 2011 |
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SIGNATURE
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 thereunto duly authorized.
| OASIS PETROLEUM INC. (Registrant) |
||||
| Date: February 18, 2011 | By: | /s/ Thomas B. Nusz | ||
| Thomas B. Nusz | ||||
| Chairman, President and Chief Executive Officer | ||||
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