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 (Date of earliest event reported): January 17, 2014

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (214) 368-2084

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 (see General Instruction A.2. below):

Section 5 – Corporate Governance and Management

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

On January 17, 2014, EXCO Resources, Inc. (the “Company”) entered into three separate Bonus and Retention Agreements (collectively, the “Retention Agreements”), with each of William L. Boeing, Harold L. Hickey and Mark F. Mulhern (each, individually, an “Executive” and, collectively, the “Executives”) in order to retain and incentivize the Executives to continue providing services to the Company in light of the resignation of the Company’s former chief executive officer and the board of directors current search process for a replacement chief executive officer.

Retention Bonus. Pursuant to the terms of the Retention Agreements, the Executives are entitled to a cash payment on June 30, 2014 equal to fifty percent (50%) of the Executive’s base salary (the “Retention Bonus”), provided that the Executive is continuously employed by the Company from January 17, 2014 through June 30, 2014 and provided that the Executive complies with certain confidentiality, non-disparagement and non-solicitation provisions contained in the Retention Agreement. Notwithstanding the foregoing, the Retention Bonus will be paid to the Executive: (i) on the closing date of a Change of Control (as defined in the Retention Agreements) (if a Change of Control occurs prior to June 30, 2014) or (ii) on the earlier of June 30, 2014 or the date that is thirty (30) days following the Executive’s separation from service (A) due to death or disability, (B) due to the Executive’s termination of employment by the Company without cause or (C) for “good reason”.

Special Severance Benefits. The Retention Agreements provide for certain benefits upon the Executive’s separation from service due to (i) termination of the Executive’s employment by EXCO without cause or (ii) termination of employment by the Executive for “good reason” during the period (the “Special Severance Period”) beginning on the date that a new person (other than a person who was employed by the Company as of January 17, 2014) is hired as the Chief Executive Officer of the Company (the “Commencement Date”) and ending on the earlier of (A) the effective date of a Change of Control or (B) the date that is two years following the Commencement Date (a “Qualifying Termination”). The severance benefits (the “Special Severance Benefits”) provided during the Special Severance Period are, subject to certain exceptions:

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In order to receive any of the Special Severance Benefits, the Executive must sign and return, within thirty (30) days of a Qualifying Termination, a release and any applicable revocation period must have expired. The Executive’s receipt of the Special Severance Benefits is also contingent on the Executive’s compliance with certain confidentiality, non-disparagement and non-solicitation provisions contained in the Retention Agreement. In the event of a Change of Control that occurs prior to the Executive’s Qualifying Termination, no Special Severance Benefits will be paid under the Retention Agreement. Instead, the terms of the Fourth Amended and Restated EXCO Resources, Inc. Severance Plan effective as of March 16, 2011 (the “Severance Plan”) will control.

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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