Attached files
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| EX-99.1 - 2012-07-10 8K ROSE EXHIBIT 99.1 - NBL Texas, LLC | rose8k_exhibit99-1.htm |
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 Exchange Act of 1934.
Date of Report: July 10, 2012
(Date of earliest event reported)
Rosetta Resources Inc.
(Exact name of registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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717 Texas, Suite 2800
Houston, TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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713-335-4000
(Registrant's telephone number, including area code)
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 July 10, 2012 the board of directors of Rosetta Resources Inc. (the “Company”) appointed Carin S. Knickel to be a member of the board of directors of the Company, which brings the total number of directors of the Company to eight. There is no arrangement or understanding between Mrs. Knickel and any other person pursuant to which Mrs. Knickel was selected to serve as a member of the board of directors for the Company.
In addition to serving on the board of directors, Mrs. Knickel will serve as a member of the Nominating and Corporate Governance Committee and the Compensation Committee. Mrs. Knickel qualifies as an “independent” director, and her appointment to the above committees is in accordance with the standards promulgated by the NASDAQ Global Select Market and by the Securities and Exchange Commission.
In connection with her appointment to the board of directors, Mrs. Knickel will receive a grant of 2,751 shares of restricted common stock. In addition, Mrs. Knickel 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 2005 Long-Term Incentive Plan. Mrs. Knickel is also eligible for the regular compensation paid by the Company to a non-employee director, which will be prorated during her initial term.
Item 7.01. Regulation FD Disclosure
On July 10, 2012, the Company issued a press release announcing the appointment of Carin S. Knickel to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Company transactions:
None
(d) Exhibits
99.1 Press release dated July 10, 2012
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 hereunto duly authorized.
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Dated: July 10, 2012
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ROSETTA RESOURCES INC.
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By:
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/s/ John E. Hagale
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John E. Hagale
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Executive Vice President, Chief Financial Officer and Treasurer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated July 10, 2012
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