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): December 21, 2018 (December 18, 2018)
Vanguard Natural Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33756 | 80-0411494 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5847 San Felipe, Suite 3000
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (832) 327-2255
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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2018, Joseph Citarrella, the Chairman of the Board of Directors (the “Board”) of Vanguard Natural Resources, Inc. (the “Company”) notified the Company of his decision to resign as Chairman of the Board and as a Board member, effective on the earlier of (a) January 15, 2019 or (b) the date on which the Board names a successor chairman. Mr. Citarrella’s decision to resign was not related to a disagreement with the Company over any of its operations, policies or practices. Mr. Citarrella also served as a member of the Board’s Compensation Committee and as Chairman of the Board’s Nominating & Governance Committee.
On December 19, 2018, the Board selected current Board member W. Greg Dunlevy to succeed Mr. Citarrella as Chairman of the Board, effective immediately. Mr. Dunlevy also serves as Chairman of the Board’s Audit Committee.
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.
VANGUARD NATURAL RESOURCES, INC. | |||||
Dated: December 21, 2018 | By: | /s/ Jonathan C. Curth | |||
Name: | Jonathan C. Curth | ||||
Title: | General Counsel & Secretary | ||||