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: May 12, 2014 (May 6, 2014)
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 1-13283 | 23-1184320 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Four Radnor Corporate Center, Suite 200 100 Matsonford Road, Radnor, Pennsylvania |
19087 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 687-8900
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
Executive Compensation
On May 6, 2014, the Compensation and Benefits Committee (the “C&B Committee”) of the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”) determined that long-term compensation payable to executive officers of the Company in 2014 is as follows:
| Name and Principal Position |
Long-Term Compensation ($) (1) |
|||
| H. Baird Whitehead |
2,650,000 | |||
| President and Chief Executive Officer |
||||
| Steven A. Hartman |
1,100,000 | |||
| Senior Vice President and Chief Financial Officer |
||||
| John A. Brooks |
1,500,000 | |||
| Executive Vice President and Chief Operating Officer |
||||
| Nancy M. Snyder |
1,000,000 | |||
| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
||||
| (1) | The long-term compensation awards are comprised of 50% time-based restricted stock units payable in stock, 30% performance-based restricted stock units payable in cash and 20% stock options. The actual numbers of time-based restricted stock units awarded are based on the New York Stock Exchange closing price of the Company’s common stock on the date of grant. The actual numbers of performance-based restricted stock units awarded are based on a Monte Carlo simulation of potential outcomes. The actual numbers of stock options awarded are based on the value of such options on the date of grant using the Black-Scholes-Merton option-pricing formula. |
Approval of Award Agreements
In connection with the approval of the grants of long-term compensation for the Company’s executive officers, the C&B Committee approved new forms of agreements for time-based restricted stock unit (“time-based unit”) awards, performance-based restricted stock unit (“performance-based unit”) awards and stock option grants made under the Company’s 2013 Amended and Restated Long-Term Incentive Plan (the “Equity Plan”). The only changes to the award agreements were to remove provisions therefrom (a) providing for the vesting of equity awards upon the grantee becoming retirement eligible, which was defined as reaching age 62 and completing 10 years of consecutive service with the Company or its affiliate and (b) limiting the payment of awards which would cause the grantee’s compensation to exceed the $1,000,000 limit on deductible compensation under section 162(m) of the Internal Revenue Code.
The other terms of the time-based units, the performance-based units and the stock options are materially consistent with the terms disclosed in the Company’s proxy statement for the Company’s 2014 Annual Meeting of Shareholders (the “Annual Meeting”).
In addition, the Committee approved the inclusion of additional provisions in the award agreements for the Nancy M. Snyder, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. These provisions provide that notwithstanding the
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terms of Ms. Snyder’s existing Change of Location Severance Agreement which provide that all equity awards fully vest upon a covered termination, the equity awards would only vest on a pro rata basis upon a covered termination.
The forms of agreement for the time-based unit awards, performance-based unit awards and stock option grants will be filed as Exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 7, 2014. The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes for or against, as well as the number of abstentions and broker non-votes, set forth below for such matter.
| (1) | The election of six directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified: |
| NAME |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| John U. Clarke |
45,827,239 | 929,583 | 31,847 | 9,443,975 | ||||||||||||
| Edward B. Cloues, II |
45,380,977 | 1,348,964 | 58,728 | 9,443,975 | ||||||||||||
| Steven W. Krablin |
43,720,356 | 2,927,443 | 140,870 | 9,443,975 | ||||||||||||
| Marsha R. Perelman |
45,234,264 | 1,498,103 | 56,302 | 9,443,975 | ||||||||||||
| H. Baird Whitehead |
45,365,794 | 1,365,076 | 57,799 | 9,443,975 | ||||||||||||
| Gary K. Wright |
44,436,882 | 2,211,521 | 140,266 | 9,443,975 | ||||||||||||
| (2) | The approval of the advisory resolution approving executive compensation: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 45,309,194 | 1,396,548 | 82,927 | 9,443,975 |
| (3) | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 51,223,281 | 4,938,465 | 70,898 | 0 |
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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.
Date: May 12, 2014
| Penn Virginia Corporation | ||
| By: | /s/ Nancy M. Snyder | |
| Name: | Nancy M. Snyder | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |
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