þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 75-2756163 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas | 76102 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class |
Common Stock, $0.01 par value per share |
Preferred Share Purchase Rights, $0.01 par value per share |
Large accelerated filer ¨ | Accelerated filer þ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
Class | Outstanding at March 31, 2015 | |
Common Stock, $0.01 par value per share | 183,209,955 shares |
ITEM 10. | ||
ITEM 11. | ||
ITEM 12. | ||
ITEM 13. | ||
ITEM 14. | ||
ITEM 15. | ||
ITEM 10. | Directors, Executive Officers and Corporate Governance |
• | Glenn Darden, age 59, has served on the Board since December 1997 and became our Chief Executive Officer in December 1999. He served as Quicksilver’s Vice President until he was elected President and Chief Operating Officer in March 1999. Prior to that time, he served with Mercury Exploration Company for 18 years, the last five as Executive Vice President. Mr. Darden previously worked as a geologist for Mitchell Energy Company LP (subsequently merged with Devon Energy). He served as a director of Quicksilver Gas Services GP LLC, the general partner of Quicksilver Gas Services LP, from March 2007 to October 2010. We believe Mr. Darden’s qualifications to serve on the Board include his depth of knowledge of Quicksilver’s business, including its strategies, operations and markets, his 35 years of experience in the oil and gas industry and his previous position with Quicksilver Gas Services GP LLC. |
• | W. Byron Dunn, age 61, has served on the Board since October 2007. Mr. Dunn has been a Principal of Tubular Synergy Group L.P., a wholesale marketer of steel tubular products, since February 2008 and Founding Partner and Chief Executive Officer since August 2013. Prior to that, Mr. Dunn served with Lone Star Steel Company, a subsidiary of Lone Star Technologies, Inc., for 32 years, including as President and Chief Executive Officer from August 1997 until retiring in June 2007. He has served as a director of Enerflex Ltd., a Canadian oil and gas services company, since June 2011. We believe Mr. Dunn’s qualifications to serve on the Board include his extensive executive leadership and management experience in the oil and gas service industry, including as Chief Executive Officer of a subsidiary of a publicly-traded company. |
• | Michael Y. McGovern, age 63, has served on the Board since March 2013. He has over 40 years of experience in the oil and gas business. He served as Executive Advisor to Cadent Energy Partners LLC, a private equity firm investing in the energy industry from January 2008 to December 2014, and has served as Chairman and Chief Executive Officer of Sherwood Energy, LLC, a Cadent Energy Partners portfolio company, since March 2009. Mr. McGovern has served as a director of GeoMet, Inc., a publicly traded independent energy company, since September 2010. He also currently serves on the boards of directors of Probe Holdings, Inc., Sonneborn, Inc. and Cactus Wellhead, LLC. Mr. McGovern also served as a director of Tronox, Inc., a publicly traded producer of titanium dioxide, from April 2008 to January 2011. Mr. McGovern served as the Chief Executive Officer of Pioneer Companies, Inc. from 2002 to 2007, two years of which he also served as the Chairman. We believe Mr. McGovern’s qualifications to serve on the Board include his 40 years of experience in the energy industry and his extensive executive leadership and management experience, including as Chief Executive Officer of several public companies. |
• | Steven M. Morris, age 63, has served on the Board since March 1999. Mr. Morris is a Certified Public Accountant and has served as President of Morris & Company, a private investment firm, since 1992. We believe Mr. Morris’ qualifications to serve on the Board include his experience in public |
• | Scott M. Pinsonnault, age 44, has served on the Board since April 2014. Mr. Pinsonnault is a seasoned executive with over 18 years of operating and financial experience, specifically in the energy, oil and gas, and related industries. He has served as Managing Director at Opportune, LLP, an energy industry consulting and outsourcing firm, since August 2014, in which capacity he has served as interim Chief Financial Officer of Venoco, Inc., an independent oil and natural gas company with principal operations onshore and offshore Southern California, since November 2014. Mr. Pinsonnault will join Venoco full time as its Chief Financial Officer effective May 1, 2015. He served as Chief Financial Officer and Senior Vice President of Cubic Energy, Inc., a publicly traded independent upstream oil and gas company, from April 2014 to August 2014. He served as Chief Financial Officer and Senior Vice President of Cubic Energy, Inc., a publicly traded independent upstream oil and gas company, from April 2014 to August 2014. Mr. Pinsonnault was a Director with Deloitte Financial Services, now known as Deloitte Business Transaction Analytics, from September 2012 to April 2014. From October 2011 to September 2012, he served as Vice President of SFC Energy Partners, an upstream oil and gas private equity fund. Mr. Pinsonnault served as Managing Director of Project Finance for Unicredit Bank AG from March 2011 to October 2011 and as a Director with Bridge Associates, LLC, a professional services firm, from January 2009 to March 2011. We believe Mr. Pinsonnault’s qualifications to serve on the Board include his executive leadership and management experience, his financial expertise and his experience in the oil and gas industry. |
• | W. Yandell Rogers, III, age 52, has served on the Board since March 1999, including as Chairman of the Board since May 2013. Since 2008, Mr. Rogers has served as Chief Executive Officer of Lewiston Atlas Ltd., a privately-owned holding company with investments in service, manufacturing and oil and gas interests since 2008. He served as Chief Executive Officer of Priest River Ltd., a privately-owned holding company, from 2002 to 2008. He served as Chief Executive Officer of Ridgway’s, Inc., a provider of reprographics to the engineering and construction industries, from 1997 to 2002. Mr. Rogers also served as a director of BreitBurn GP, LLC from April 2010 to December 2011. We believe Mr. Roger’s qualifications to serve on the Board include his executive leadership and management experience, his depth of knowledge of Quicksilver’s business and 15 years of experience as a director of Quicksilver. |
• | Anne Darden Self, age 57, has served on the Board since August 1999, and became Quicksilver’s Vice President – Human Resources in July 2000. Ms. Self has also served as President of Mercury Exploration Company since 2000. She served as Vice President – Human Resources of Mercury Exploration from 1992 to 2000. From 1988 to 1991, she was employed by Banc PLUS Savings Association in Houston, Texas, initially as Marketing Director and for three years thereafter as Vice President of Human Resources. She worked from 1987 to 1988 as an Account Executive for NW Ayer Advertising Agency. Prior to 1987, she spent several years in real estate management. We believe Ms. Self’s qualifications to serve on the Board include her executive leadership and management experience, her depth of knowledge of Quicksilver’s business and 15 years of experience as a director of Quicksilver. |
• | Mark J. Warner, age 51, has served on the Board since March 1999. Mr. Warner serves as Senior Managing Director of Natural Resources and Emerging Markets Investments for The University of Texas Investment Management Company and has served in other capacities since November 2007. Mr. Warner served as the Director of Corporate Development of PointOne, a telecommunications |
ITEM 11. | Executive Compensation |
• | The main objective of the compensation program was to promote executive retention as the company seeks to address issues related to its capital structure and debt and other obligations. |
• | The compensation program consisted of base salary, retention awards and limited perquisites, as well as the continuation of existing retirement and change-in-control benefits. The Compensation Committee determined to not award base salary increases, annual incentive bonuses or annual long term equity awards to the named executive officers for 2014. Instead, the Company granted targeted retention awards in 2014 and early 2015 to named executive officers (other than the Chief Executive Officer). These awards were determined in consultation with the Chief Executive Officer, the Chief Financial Officer, the Vice President – Human Resources, the Strategic Alternatives Officer and Meridian, and approved by the Compensation Committee. |
• | The Compensation Committee makes all compensation decisions regarding the named executive officers but may seek input and guidance from the Chief Executive Officer, executive management and the Compensation Committee’s independent compensation consultant. |
Pay Component | 2013 Decision | 2014 Decision | 2015 Decision |
Base Salary | No increase. The CEO’s salary has remained unchanged since 2011. | No increase. | No increase as of the filing date of this Form 10-K/A. |
Annual Bonus | No bonus payout. The CEO has not received a bonus payout since 2012 (for 2011). | No bonus payout. | No bonus payout as of the filing of this Form 10-K/A. |
Long-Term Incentive Equity (“LTI”) | No LTI grant. The CEO’s last LTI grant was in January 2012. | No LTI grant. | No LTI grant as of the filing date of this Form 10-K/A. |
2012 | 2013 | 2014 | |
Base Salary | $455,000 | $455,000 | $455,000 |
Bonus | $0 | $0 | $0 |
Stock Awards | $1,848,026 | $0 | $0 |
Option Awards | $1,549,999 | $0 | $0 |
Non‑Equity Incentive Plan Compensation | $0 | $0 | $0 |
All Other Compensation | $20,320 | $20,670 | $21,020 |
Total Compensation | $3,873,345 | $475,670 | $476,020 |
Percent Change 2012-2014: -87.7% |
• | maintaining membership of only independent directors; |
• | holding executive sessions without executive management present; |
• | annually reviewing detailed compensation tally sheets for each of the named executive officers; |
• | engaging an independent compensation consultant to advise the Compensation Committee; |
• | meeting with the independent compensation consultant without executive management present at least once during the year to discuss Quicksilver’s compensation program and actions on a confidential basis; |
• | assessing the independent compensation consultant’s performance and providing feedback as appropriate; and |
• | evaluating the performance of the Compensation Committee each year. |
Bill Barrett Corporation | QEP Resources, Inc. |
Cabot Oil & Gas Corporation | Range Resources Corporation |
Carrizo Oil & Gas, Inc. | SM Energy Company |
EXCO Resources, Inc. | Swift Energy Company |
Forest Oil Corporation | Ultra Petroleum Corp. |
Newfield Exploration Company | Whiting Petroleum Corporation |
PDC Energy, Inc. |
Approach Resources Inc. | PDC Energy, Inc. |
Bill Barrett Corporation | Penn Virginia Corporation |
Bonanza Creek Energy, Inc. | Resolute Energy Corporation |
Carrizo Oil & Gas, Inc. | Swift Energy Company |
Comstock Resources, Inc. | Ultra Petroleum Corp. |
EXCO Resources, Inc. | W&T Offshore, Inc. |
Matador Resources Company |
Members of the Compensation Committee | |
W. Byron Dunn Michael Y. McGovern Steven M. Morris | Scott M. Pinsonnault W. Yandell Rogers, III Mark J. Warner |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non‑Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) |
Glenn Darden President and Chief Executive Officer | 2014 2013 2012 | 455,000 455,000 455,000 | — — — | — — 1,848,026 | — — 1,549,999 | — — — | 21,020 20,670 20,320 | 476,020 475,670 3,873,345 |
John C. Regan (4) Former Senior Vice President — Chief Financial Officer | 2014 2013 2012 | 330,000 330,000 283,958 | 523,750 92,400 100,000 | 284,400 1,171,373 390,000 | — — 199,999 | — — 121,380 | 47,813 20,334 19,752 | 1,185,963 1,614,107 1,115,089 |
Stan Page Senior Vice President — U.S. Operations | 2014 2013 2012 | 325,500 325,500 313,000 | 522,063 91,140 — | 283,140 1,191,715 589,595 | — — 399,998 | — — 147,736 | 20,662 20,312 19,905 | 1,151,365 1,628,667 1,470,234 |
J. David Rushford (5) Senior Vice President — Chief Operating Officer, QRCI | 2014 2013 | 275,009 317,550 | 97,938 77,800 | 77,801 827,975 | — 480,150 | — — | 35,915 41,136 | 486,662 1,744,610 |
Romy Massey (6) Vice President — Chief Accounting Officer | 2014 | 183,417 | 67,242 | 90,501 | — | — | 17,862 | 359,022 |
(1) | For 2014, this column reports (i) the payment in May 2014 of a $7,500 installment pursuant to a retention bonus awarded to Ms. Massey in May 2012; (ii) the payment in July 2014 of an installment in the following amounts pursuant to a retention bonus awarded to each of the following individuals in July 2013: Mr. Regan – $123,750; Mr. Page – $122,063; Mr. Rushford – $97,938 (converted to U.S. dollars using an exchange rate of 0.7835 U.S. dollars per 1 Canadian dollar); and Ms. Massey $45,250; (iii) a $400,000 retention bonus in December 2014 to each of Messrs. Regan and Page (subject to clawback provisions as described in “Compensation Discussion and Analysis” above); and (iv) the payment of a $14,492 bonus in December 2014 to Ms. Massey (in respect of her 2014 service prior to her appointment as an executive officer). Mr. Regan did not receive payment of the $400,000 retention bonus because he provided notice of his resignation prior to the scheduled payment date. |
(2) | This column reports the aggregate grant date fair value in accordance with FASB ASC Topic 718 for restricted stock and restricted stock units granted by Quicksilver in 2014. Additional information regarding the calculation of these amounts is included in Note 2 and Note 15 to Quicksilver’s audited financial statements included in the Form 10-K. |
(3) | For 2014, the amount in this column includes (i) for each named executive officer, the following aggregate amounts for company matching and fixed contributions to the 401(k) plan, or the RRSP in the case of Mr. Rushford: Mr. Darden – $18,200; Mr. Regan – $18,200; Mr. Page – $18,200; Mr. Rushford – $22,001 (converted to U.S. dollars using an exchange rate of 0.7835 U.S. dollars per 1 Canadian dollar); and Ms. Massey – $15,954; (ii) for Mr. Rushford, $12,758 (converted to U.S. dollars using an exchange rate of 0.7835 U.S. dollars per 1 Canadian dollar) in connection with a car and related expenses; and (iii) for Mr. Regan, $27,129 for accrued and unused vacation paid in connection with his resignation. |
(4) | Mr. Regan resigned effective December 31, 2014. Vanessa Gomez LaGatta was elected Senior Vice President - Chief Financial Officer and Treasurer effective January 1, 2015; information regarding certain aspects of her compensation is included under “Compensation Discussion and Analysis” above. |
(5) | For Mr. Rushford, the 2014 amounts in the “Salary,” “Bonus” and “All Other Compensation” columns are converted to U.S. dollars using an exchange rate of 0.7835 U.S. dollars per 1 Canadian dollar. In 2013, an exchange rate of 0.9047 U.S. dollars per 1 Canadian dollar was used. Mr. Rushford’s salary was Can$351,000 for 2014 and 2013; differences in the base salaries reported in the table are due to currency fluctuations. Mr. Rushford was not a named executive officer in 2012. |
(6) | Ms. Massey served as Controller until she was appointed Vice President – Chief Accounting Officer effective December 1, 2014. Ms. Massey was not a named executive officer in 2013 or 2012. |
Name | Approval Date | Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(1) | |||||
Grant Date | ||||||||
Glenn Darden | — | — | — | — | ||||
John C. Regan | 3/31/14 11/18/14 | 3/13/14 11/18/14 | 35,133 (2) 300,000 (3) | 92,400 192,000 | ||||
Stan Page | 3/31/14 11/18/14 | 3/13/14 11/18/14 | 34,654 (2) 300,000 (3) | 91,140 192,000 | ||||
J. David Rushford | 3/31/14 | 3/13/14 | 29,582 (2) | 77,801 | ||||
Romy Massey | 7/1/14 | 6/30/14 | 35,078 (4) | 90,501 |
(1) | This column shows the grant date fair value calculated in accordance with FASB ASC Topic 718 for equity awards granted to the named executive officers in 2014. |
(2) | These shares were fully vested on the grant date and were part of the bonus paid for 2013 performance. |
(3) | Mr. Regan forfeited this award upon his resignation, effective December 31, 2014. The restrictions on Mr. Page’s award lapse as to one third of these shares on November 18, 2015, and will lapse as to one-third of these shares on each of November 18, 2016 and 2017. These restrictions may lapse earlier upon death, disability, a termination resulting from a reduction in force, or a change in control (see “—Potential Payments Upon Termination or in Connection with a Change in Control”). |
(4) | This award was granted to Ms. Massey as part of a program for non‑executive employees. Restrictions on these shares lapsed as to one third of the shares on February 1, 2015, and will lapse as to one third of the shares on each of February 1, 2016 and 2017. These restrictions may lapse earlier upon death, disability, qualified retirement or a change in control (see “—Potential Payments Upon Termination or in Connection with a Change in Control”). |
Option Awards | Stock Awards | ||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | |
Glenn Darden | 72,340 342,920 115,327 169,747 247,825 | — — — — 123,913 (2) | 30.95 6.21 15.88 14.88 6.96 | 01/02/18 01/01/19 01/03/20 01/02/21 01/02/22 | 74,234 (5) 24,590 (7) | 14,847 4,918 | |
John C. Regan (16) | 835 2,381 10,834 31,977 | — — — — | 6.21 15.88 14.88 6.96 | 03/31/15 03/31/15 03/31/15 03/31/15 | |||
Stan Page | 22,592 34,415 34,722 43,806 63,955 | — — — — 31,977 (2) | 30.95 6.21 15.88 14.88 6.96 | 01/02/18 01/01/19 01/03/20 01/02/21 01/02/22 | 19,157 (5) 8,218 (7) 182,025 (10) 21,694 (11) 147,955 (12) 300,000 (14) | 3,831 1,644 36,405 4,339 29,591 60,000 | |
J. David Rushford (15) | 38,537 55,463 — — | — 27,731 (2) 240,075 (3) 240,075 (4) | 14.88 6.96 1.65 1.65 | 01/01/21 01/02/22 07/14/23 07/14/23 | 16,613 (5) 6,661 (7) 160,323 (10) 17,158 (11) | 3,323 1,332 32,065 3,432 | |
Romy Massey | 3,539 (6) 3,333 (8) 19,908 (9) 27,424 (12) 35,078 (13) | 708 667 3,982 5,485 7,016 |
(1) | The market value of restricted share and restricted stock unit awards is based on the closing market price of Quicksilver common stock on December 31, 2014, the last trading day of fiscal 2014, which was $0.20. |
(2) | The option became exercisable with respect to all of these shares on January 3, 2015. |
(3) | The option will become exercisable with respect to all of these shares on July 15, 2016. |
(4) | The option will become exercisable with respect to all of these shares upon the Board approved closing and funding of a transaction or series of transactions to sell or otherwise dispose of at least 25% of the Quicksilver’s interest in its oil and gas assets in the Horn River Basin. |
(5) | All of these restricted shares or restricted stock units vested on January 3, 2015. |
(6) | All of these restricted shares vested on February 1, 2015. |
(7) | All of these restricted shares or restricted stock units vested on April 16, 2015. |
(8) | All of these restricted shares will vest on September 4, 2015. |
(9) | One half of the restricted shares vested on January 2, 2015, and one half of the shares will vest on January 2, 2016. |
(10) | One half of these restricted shares or restricted stock units vested on January 22, 2015, and one half of these restricted shares or restricted stock units will vest on January 22, 2016. |
(11) | One half of these restricted shares or restricted stock units vested on March 22, 2015, and one half of these restricted shares or restricted stock units will vest on March 22, 2016. |
(12) | All of these restricted shares will vest on July 15, 2016. |
(13) | One third of these restricted shares vested on February 1, 2015, and one third of these shares will vest on each of February 1, 2016 and 2017. |
(14) | One third of these restricted shares will vest on each of November 18, 2015, 2016 and 2017. |
(15) | Consistent with grants to other Canadian employees, Mr. Rushford’s grants of restricted stock units settle in cash upon vesting. |
(16) | Mr. Regan resigned effective December 31, 2014. |
Stock Awards | ||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) |
Glenn Darden | 143,900 | 466,896 |
John C. Regan | 166,958 | 509,258 |
Stan Page | 186,000 | 570,056 |
J. David Rushford | 160,241 | 492,064 |
Romy Massey | 16,826 | 48,649 |
(1) | Restrictions with respect to restricted stock and, in the case of Mr. Rushford restricted stock units, lapsed on the following dates with respect to the numbers of shares and at the market prices per share of Quicksilver common stock indicated below: |
Number of Shares (#) | ||||||
Date | Market Price ($) | Mr. Darden | Mr. Regan | Mr. Page | Mr. Rushford | Ms. Massey |
January 2, 2014 | 3.41 | — | — | — | — | 9,955 |
January 3, 2014 | 3.35 | 108,955 | 14,058 | 28,118 | 24,496 | — |
January 22, 2014 | 3.23 | — | 91,013 | 91,013 | 80,162 | — |
February 1, 2014 | 3.11 | — | — | — | — | 3,538 |
March 11, 2014 | 2.93 | 10,356 | — | 2,012 | 884 | — |
March 22, 2014 | 2.63 | — | 7,365 | 10,847 | 8,579 | — |
March 31, 2014 | 2.63 | — | 35,133 | 34,654 | 29,582 | — |
April 16, 2014 | 2.91 | 24,589 | 19,389 | 19,356 | 16,538 | — |
September 4, 2014 | 1.11 | — | — | — | — | 3,333 |
• | a lump sum cash payment on the 60th day (unless subject to the six‑month payment delay under Section 409A of the Code) following the named executive officer’s separation from service equal to |
• | accelerated vesting of all outstanding equity awards held by the named executive officer; |
• | continued group medical, dental, vision and life insurance coverage, paid by Quicksilver, for two years following the named executive officer’s termination date, subject to the execution of a general release by the named executive officer; and |
• | accelerated vesting of the named executive officer’s 401(k) plan account balance, to the extent permitted by law. |
Change in Control Retention Bonus | Cash Severance | Acceleration of Cash‑Based Awards | Acceleration of Equity-Based Awards | Insurance Premiums | Tax Gross‑Up Value | Total | ||
Name | Event | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) |
Glenn Darden | Death | — | — | — | 19,765 | — | — | 19,765 |
Disability | — | — | — | 19,765 | — | — | 19,765 | |
Retirement (7) | — | — | — | — | — | — | — | |
Reduction in force | — | — | — | — | — | — | — | |
Change in control | 227,500 | 4,777,500 | — | 19,765 | 55,270 | — | 5,080,035 | |
Stan Page | Death | — | — | — | 135,810 | — | — | 135,810 |
Disability | — | — | — | 135,810 | — | — | 135,810 | |
Retirement (7) | — | — | — | — | — | — | — | |
Reduction in force | — | — | 122,063 | 89,591 | — | — | 211,654 | |
Change in control | 162,750 | 2,148,300 | 122,063 | 135,810 | 38,773 | — | 2,607,696 | |
J. David Rushford (8) | Death | — | — | — | 40,151 | — | — | 40,151 |
Disability | — | — | — | 40,151 | — | — | 40,151 | |
Retirement (7) | — | — | — | — | — | — | — | |
Reduction in force | — | — | 97,938 | — | — | — | 97,938 | |
Change in control | 137,504 | 1,650,051 | 97,938 | 40,151 | 11,100 | — | 1,936,744 | |
Romy Massey | Death | — | — | — | 17,856 | — | — | 17,856 |
Disability | — | — | — | 17,856 | — | — | 17,856 | |
Retirement (7) | — | — | — | — | — | — | — | |
Reduction in force | — | — | 90,500 | 5,485 | — | — | 95,985 | |
Change in control | 105,000 | 945,000 | 90,500 | 17,856 | 53,719 | 478,909 | 1,690,985 |
(1) | Pursuant to the Change in Control Plan, this amount is payable as a lump sum only if the named executive officer remains employed by Quicksilver throughout the six‑month period following a change in control of Quicksilver. |
(2) | Pursuant to the Change in Control Plan, this amount is payable as a lump sum only if there is an involuntary termination of the named executive officer on or within two years after a change in control of Quicksilver occurs. Although no bonuses were paid for 2014, and any bonus payout was entirely within the Compensation Committee’s discretion, in May 2014 (and December 2014 for Ms. Massey), the Committee adopted target annual bonus opportunities for the named executive officers, which are used in the calculation of this amount. |
(3) | This amount reflects the unvested value, as of December 31, 2014, that would vest upon the occurrence of the applicable event pursuant to outstanding cash retention awards. These awards were cancelled in 2015 in connection with a new retention program put in place at such time. |
(4) | This amount reflects the market value, as of December 31, 2014, the last trading day of fiscal 2014, of unvested shares of restricted stock or restricted stock units of Quicksilver that would vest upon the occurrence of the applicable event. There is no value included for options because the exercise price for all outstanding unvested options was in excess of the closing market price on December 31, 2014. The closing market price of Quicksilver common stock was $0.20 on December 31, 2014. |
(5) | For each named executive officer, consists of health insurance and life insurance premiums payable under the Change in Control Plan over the two‑year period following a change in control of Quicksilver in the amounts set forth opposite his or her name: |
Name | Health Insurance Premium | Life Insurance Premium |
($) | ($) | |
Glenn Darden | 52,006 | 3,264 |
Stan G. Page | 36,117 | 2,656 |
John D. Rushford | 9,299 | 1,801 |
Romy Massey | 52,006 | 1,714 |
(6) | This amount is an estimate of the lump sum payment Quicksilver would be required to make to the named executive officer because certain payments to the named executive officer are subject to the excise tax imposed by Section 4999 of the Code. |
(7) | As described above under “—Retirement,” the vesting of awards granted under the 2006 Equity Plan generally accelerate on retirement after attaining age 62 and completing five years of service. Each of the named executive officers will first satisfy these conditions on the date indicated: Mr. Glenn Darden – September 22, 2017; Mr. Page – September 14, 2019; Mr. Rushford – February 28, 2022; and Ms. Massey – November 5, 2039. |
(8) | Mr. Rushford’s change in control retention bonus, cash severance, acceleration of cash‑based awards and insurance premium amounts are converted to U.S. dollars using an exchange rate of 0.7835 U.S. dollars per 1 Canadian dollar. |
Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) |
Thomas F. Darden (4) | 79,500 | 98,999 | 178,499 |
W. Byron Dunn (4) | — | 204,999 | 204,999 |
Michael Y. McGovern | 106,000 | 98,999 | 204,999 |
Steven M. Morris (4) | 106,000 | 98,999 | 204,999 |
Scott M. Pinsonnault | 79,500 | 98,999 | 178,499 |
W. Yandell Rogers, III (4) | — | 204,999 | 204,999 |
Mark J. Warner (4) | — | 204,999 | 204,999 |
(1) | Mr. Glenn Darden and Ms. Self serve as directors and executive officers of Quicksilver and are not separately compensated for their service as directors. Mr. Thomas Darden retired as an employee of Quicksilver on December 31, 2013, and was compensated as a non-employee director effective January 1, 2014 until he resigned from the Board effective September 1, 2014. For information regarding compensation and other payments that Mr. Thomas Darden received pursuant to his retirement and consulting agreement with Quicksilver, see “Related‑Party Transactions” in Item 13 of this of this Form 10-K/A. For information regarding the compensation that Mr. Glenn Darden received for his service as President and Chief Executive Officer, see “Compensation Discussion and Analysis, “Summary Compensation Table for 2014,” and the related tables and disclosures above. For information regarding the compensation that Ms. Self received for her service as Vice President – Human Resources, see “Related‑Party Transactions” in Item 13 of this of this Form 10-K/A. |
(2) | This column reports the amount of compensation earned in 2014 and paid in cash for Board and committee service. For each of Messrs. Thomas Darden and Pinsonnault, the 2014 cash fee was prorated for three quarters of service. Each of Messrs. Dunn, Rogers and Warner elected to receive all of the annual $106,000 cash fee in the form of 31,085 shares of restricted stock in accordance with the terms of the 2006 Equity Plan. |
(3) | The grant date fair value calculated in accordance with FASB ASC Topic 718 of the 29,032 shares of restricted stock granted to each of the non‑employee directors on January 2, 2014, was $98,999. The grant date fair value calculated in accordance with FASB ASC Topic 718 of the 31,085 shares of restricted stock granted to each of Messrs. Dunn, Rogers and Warner on January 2, 2014 in lieu of annual cash fees was $106,000. The grant date fair value calculated in accordance with FASB ASC Topic 718 of the 34,982 shares of restricted stock granted to Mr. Pinsonnault on April 14, 2014, was $98,999. Additional information regarding the calculation of these amounts is included in Note 2 and Note 15 to Quicksilver’s audited financial statements included in the Form 10-K. As of December 31, 2014, the following non‑employee directors held the following numbers of shares of restricted stock: Mr. Dunn – 85,013; Mr. McGovern – |
(4) | As of December 31, 2014, the following non‑employee directors held options to purchase the following numbers of shares of Quicksilver common stock: Mr. Thomas Darden – 1,901,693; Mr. Dunn – 79,517; Mr. Morris – 75,227; Mr. Rogers – 107,022; and Mr. Warner – 112,100. |
ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
• | each director of Quicksilver; |
• | each named executive officer of Quicksilver; |
• | all directors and current executive officers of Quicksilver as a group; and |
• | each person known to Quicksilver to beneficially own more than 5% of Quicksilver common stock. |
Beneficial Owner | Number of Shares | Percent of Outstanding Shares | ||
Directors and Named Executive Officers | ||||
Glenn Darden (1)(2)(3)(4) | 40,181,380 | 21.8% | ||
Anne Darden Self (1)(2)(3) | 37,846,118 | 20.6% | ||
W. Byron Dunn (2)(4)(5) | 784,825 | * | ||
Michael Y. McGovern (4) | 593,042 | * | ||
Steven M. Morris (2)(4) | 1,029,580 | * | ||
Scott M. Pinsonnault (4) | 555,761 | * | ||
W. Yandell Rogers, III (2)(4) | 880,029 | * | ||
Mark J. Warner (2)(4) | 812,686 | * | ||
Stan G. Page (2)(4) | 1,143,906 | * | ||
J. David Rushford (2) | 139,480 | * | ||
Romy M. Massey (4) | 101,312 | * | ||
John C. Regan (2) | 208,949 | * | ||
Directors and current executive officers as a group (13 persons) (1)(2)(3)(4)(5)(6) | 51,109,323 | 27.6% | ||
Holders of More Than 5% Not Named Above | ||||
Thomas F. Darden (1)(2)(6) | 36,706,633 | 19.8% | ||
Pennsylvania Management, LLC (7) | 33,330,259 | 18.2% | ||
Quicksilver Energy L.P. (7) | 33,330,259 | 18.2% | ||
Mount Kellett Capital Management LP (8) | 13,239,146 | 7.2% |
(1) | Includes as to each of Messrs. Glenn Darden and Thomas Darden and Ms. Self: 33,330,259 shares beneficially owned by Quicksilver Energy L.P., for which he or she has shared voting and investment power as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy L.P. Each of Messrs. Glenn Darden and Thomas Darden and Ms. Self disclaims beneficial ownership of all shares owned by Quicksilver Energy L.P., except to the extent of his or her pecuniary interest therein. The business address of each of Mr. Glenn Darden and Ms. Self is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102. Mr. Thomas Darden’s business address is 4800 Bryant Irvin Court, Fort Worth, Texas 76107. |
(2) | Includes with respect to each of the following individuals and all directors and current executive officers as a group, the following numbers of shares subject to options that are vested or will vest on or before April 29, 2015: Mr. Glenn Darden – 1,072,072; Ms. Self – 138,122; Mr. Dunn – 79,517; Mr. Morris – 68,405; Mr. Rogers – 100,200; Mr. Warner – 105,278; Mr. Page – 231,467; Mr. Rushford – 121,731; Mr. Regan – 46,027; Mr. Thomas Darden – 1,901,693; and all directors and current executive officers as a group – 1,980,355. |
(3) | Includes with respect to each of the following individuals and all directors and current executive officers as a group, the following numbers of shares pledged as collateral security for loans or loan commitments or in accordance with customary terms and conditions of standard margin account arrangements: Mr. Glenn Darden – 6,113,849 (including 6,113,849 shares beneficially owned by Quicksilver Energy L.P.); Ms. Self – 6,113,849 (including 6,113,849 shares beneficially owned by Quicksilver Energy L.P.); and all directors and current executive officers as a group – 6,113,849 (including 6,113,849 shares beneficially owned by Quicksilver Energy L.P.). |
(4) | Includes with respect to each of the following individuals and all directors and current executive officers as a group, the following numbers of shares of unvested restricted stock for which the indicated beneficial owners have no investment power: Mr. Glenn Darden – 24,590; Mr. Dunn – 551,396; Mr. McGovern – 568,953; Mr. Morris – 551,396; Mr. Pinsonnault – 555,761; Mr. Rogers – 551,396; Mr. Warner – 551,396; Mr. Page – 568,880; Ms. Massey – 64,096; and all directors and current executive officers as a group – 4,226,264. |
(5) | Includes 41,151 shares beneficially owned by La Jolla Holdings, LTD, for which Mr. Dunn has shared voting and investment power as a member of 17WJ Mgmt LLC, the sole general partner of La Jolla Holdings, LTD. Mr. Dunn disclaims beneficial ownership of all shares owned by La Jolla Holdings, LTD, except to the extent of his pecuniary interest therein. |
(6) | The ownership information for Mr. Thomas Darden is based solely on his latest Form 4, filed with the SEC on January 6, 2014, and Quicksilver’s stock plan administration records. |
(7) | As sole general partner of Quicksilver Energy L.P., Pennsylvania Management, LLC has sole voting and investment power with respect to 33,330,259 shares of Quicksilver common stock beneficially owned by Quicksilver Energy L.P. The address of Pennsylvania Management, LLC and Quicksilver Energy L.P. is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102. |
(8) | Based on a Schedule 13G/A filed by Mount Kellett Capital Management LP with the SEC on February 17, 2015, Mount Kellett Capital Management LP had sole voting and investment power over 13,239,146 shares of Quicksilver common stock. The address of Mount Kellett Capital Management LP is 280 Park Avenue, 4th Floor East, New York, New York 10017. |
Plan Category | Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding shares of common stock reflected in column (a)) | |||
(a) | (b) | (c) | ||||
Equity compensation plans approved by stockholders (1) | 8,227,088 (2) | $7.83 (3) | 11,631,313 (4) | |||
Equity compensation plans not approved by stockholders | — | — | — | |||
Total | 8,227,088 | $7.83 | 11,631,313 |
(1) | Consists of the 2006 Equity Plan and the 2004 Non‑Employee Director Equity Plan. |
(2) | Consists of 6,590,773 options and 1,636,315 stock-settled restricted stock units. Each restricted stock unit entitles the holder to receive, upon vesting and without payment of any cash, one share of common stock with respect to each restricted stock unit. |
(3) | Reflects the weighted-average exercise price for the 6,590,773 options outstanding under equity compensation plans approved by stockholders. |
(4) | Upon stockholder approval of the 2006 Equity Plan, Quicksilver ceased to grant awards under the 2004 Non‑Employee Director Equity Plan. Accordingly, this number reflects only shares of common stock remaining available for future issuance under the 2006 Equity Plan. |
ITEM 13. | Certain Relationships and Related Transactions, and Director Independence |
ITEM 14. | Principal Accountant Fees and Services |
Ernst & Young | |||
2014 | 2013 | ||
Audit Fees (1) | $2,341,303 | $1,954,676 | |
Audit-Related Fees (2) | 133,765 | 295,749 | |
Tax Fees | — | — | |
All Other Fees (3) | 19,002 | 19,894 |
(1) | These amounts consist of the aggregate fees billed/estimated to be billed for professional services rendered for the audit of Quicksilver’s annual financial statements and the review of the financial statements included in Quicksilver’s quarterly reports on Form 10-Q. |
(2) | These amounts consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Quicksilver’s financial statements and are not described above under “Audit Fees.” In 2014 and 2013, audit-related fees consisted of fees related to assurance services in connection with capital markets transactions and assurance services in connection with Quicksilver’s affiliated joint venture. |
(3) | This amount consists of fees billed for attestation services in connection with environmental reporting obligations in British Columbia. |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
2.1* | Purchase Agreement, dated as of July 22, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 8-K | 001-14837 | 2.1 | 7/23/2010 | |||||||
2.2* | Purchase Agreement Amendment No. 1, dated as of September 17, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 10-Q | 001-14837 | 2.2 | 11/8/2010 | |||||||
2.3* | Purchase and Sale Agreement, dated March 28, 2013, between Quicksilver Resources Inc., as Seller, and TG Barnett Resources LP, as Buyer | 8-K | 001-14837 | 2.1 | 5/6/2013 | |||||||
3.1 | Amended and Restated Certificate of Incorporation of Quicksilver Resources Inc. filed with the Secretary of State of the State of Delaware on May 21, 2008 | S-3 | 333-151847 | 4.1 | 6/23/2008 | |||||||
3.2 | Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock of Quicksilver Resources Inc. | 10-Q | 001-14837 | 3.3 | 5/8/2006 | |||||||
3.3 | Amended and Restated Bylaws of Quicksilver Resources Inc. | 8-K | 001-14837 | 3.1 | 5/16/2013 | |||||||
4.1 | Form of Common Stock Certificate of Quicksilver Resources Inc. | 10-K | 001-14837 | 4.1 | 3/17/2014 | |||||||
4.2 | Indenture, dated as of December 22, 2005, between Quicksilver Resources Inc. and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association) | S-3 | 333-130597 | 4.7 | 12/22/2005 | |||||||
4.3 | First Supplemental Indenture, dated as of March 16, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association) | 8-K | 001-14837 | 4.1 | 3/21/2006 | |||||||
4.4 | Second Supplemental Indenture, dated as of July 31, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association) | 10-K | 001-14837 | 4.5 | 3/15/2010 | |||||||
4.5 | Third Supplemental Indenture, dated as of September 26, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association) | 10-Q | 001-14837 | 4.1 | 11/7/2006 | |||||||
4.6 | Fourth Supplemental Indenture, dated as of October 31, 2007, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association) | 10-K | 001-14837 | 4.7 | 3/15/2010 |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
4.7 | Fifth Supplemental Indenture, dated as of June 27, 2008, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.1 | 6/30/2008 | |||||||
4.8 | Sixth Supplemental Indenture, dated as of July 10, 2008, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.1 | 7/10/2008 | |||||||
4.9 | Seventh Supplemental Indenture, dated as of June 25, 2009, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.1 | 6/26/2009 | |||||||
4.10 | Eighth Supplemental Indenture, dated as of August 14, 2009, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.1 | 8/17/2009 | |||||||
4.11 | Ninth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-K | 001-14837 | 4.12 | 4/16/2012 | |||||||
4.12 | Tenth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-K | 001-14837 | 4.13 | 4/16/2012 | |||||||
4.13 | Eleventh Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-K | 001-14837 | 4.14 | 4/16/2012 | |||||||
4.14 | Twelfth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-K | 001-14837 | 4.15 | 4/16/2012 | |||||||
4.15 | Thirteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.1 | 5/10/2012 | |||||||
4.16 | Fourteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.2 | 5/10/2012 | |||||||
4.17 | Fifteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.3 | 5/10/2012 | |||||||
4.18 | Sixteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.4 | 5/10/2012 | |||||||
4.19 | Seventeenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.1 | 8/9/2012 | |||||||
4.20 | Eighteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.2 | 8/9/2012 | |||||||
4.21 | Nineteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.3 | 8/9/2012 |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
4.22 | Twentieth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 10-Q | 001-14837 | 4.4 | 8/9/2012 | |||||||
4.23 | Twenty-first Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.1 | 6/12/2013 | |||||||
4.24 | Twenty-second Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.2 | 6/12/2013 | |||||||
4.25 | Twenty-third Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-14837 | 4.3 | 6/12/2013 | |||||||
4.26 | Twenty-fourth Supplemental Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K/A | 001-14837 | 4.4 | 7/1/2013 | |||||||
4.27 | Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K/A | 001-14837 | 4.1 | 7/1/2013 | |||||||
4.28 | Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and second lien collateral agent | 8-K/A | 001-14837 | 4.2 | 7/1/2013 | |||||||
4.29 | Registration Rights Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the initial purchasers | 8-K/A | 001-14837 | 4.3 | 7/1/2013 | |||||||
4.30 | Amended and Restated Rights Agreement, dated as of December 20, 2005, between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent | 8-A/A | 001-14837 | 4.1 | 12/21/2005 | |||||||
4.31 | Amendment dated as of February 23, 2011 to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent | 8-K | 001-14837 | 4.1 | 2/24/2011 | |||||||
4.32 | Amendment No. 2, dated as of March 8, 2013, to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent | 8-K | 001-14837 | 4.1 | 3/8/2013 | |||||||
10.1 | Wells Agreement dated as of December 15, 1970, between Union Oil Company of California and Montana Power Company | S-4/A | 333-29769 | 10.5 | 8/21/1997 | |||||||
10.2** | Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan | 8-K | 001-14837 | 10.4 | 5/25/2007 | |||||||
10.3** | Form of Non-Qualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan | 8-K | 001-14837 | 10.4 | 1/28/2005 | |||||||
10.4** | Quicksilver Resources Inc. Seventh Amended and Restated 2006 Equity Plan | 10-Q | 001-14837 | 10.1 | 8/8/2013 | |||||||
10.5** | Form of Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 8-K | 001-14837 | 10.2 | 5/25/2006 | |||||||
10.6** | Form of Restricted Stock Unit Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 8-K | 001-14837 | 10.2 | 11/24/2008 |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
10.7** | Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Cash Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 8-K | 001-14837 | 10.3 | 11/24/2008 | |||||||
10.8** | Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Stock Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 8-K | 001-14837 | 10.4 | 11/24/2008 | |||||||
10.9** | Form of Incentive Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 10-K | 001-14837 | 10.9 | 4/16/2012 | |||||||
10.10** | Form of Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended | 10-K | 001-14837 | 10.10 | 4/16/2012 | |||||||
10.11** | Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting) | 8-K | 001-14837 | 10.8 | 5/25/2006 | |||||||
10.12** | Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting) | 8-K | 001-14837 | 10.5 | 11/24/2008 | |||||||
10.13** | Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting) | 8-K | 001-14837 | 10.7 | 5/25/2006 | |||||||
10.14** | Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting) | 8-K | 001-14837 | 10.2 | 5/25/2007 | |||||||
10.15** | Quicksilver Resources Inc. Exempt Employee Discretionary Bonus Plan | 10-Q | 001-14837 | 10.4 | 5/12/2014 | |||||||
10.16** | Quicksilver Resources Inc. Amended and Restated Change in Control Retention Incentive Plan | 8-K | 001-14837 | 10.9 | 11/24/2008 | |||||||
10.17** | Quicksilver Resources Inc. Second Amended and Restated Key Employee Change in Control Retention Incentive Plan | 8-K | 001-14837 | 10.8 | 11/24/2008 | |||||||
10.18** | Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan | 8-K | 001-14837 | 10.7 | 11/24/2008 | |||||||
10.19** | Form of Director and Officer Indemnification Agreement | 10-Q | 001-14837 | 10.2 | 11/8/2010 | |||||||
10.20** | Letter to Jeff Cook dated July 20, 2012 | 10-Q | 001-14837 | 10.1 | 11/8/2012 | |||||||
10.21** | Employment Separation Settlement Agreement, dated August 9, 2012, between Quicksilver Resources Inc. and Jeff Cook | 10-K | 001-14837 | 10.24 | 3/22/2013 | |||||||
10.22** | Agreement, dated as of May 15, 2013 between Quicksilver Resources Inc. and Thomas F. Darden | 10-Q | 001-14837 | 10.2 | 8/8/2013 | |||||||
10.23** | Mutual Release Agreement, dated January 21, 2014, between Quicksilver Resources Inc. and Thomas F. Darden | 10-Q | 001-14837 | 10.2 | 5/12/2014 | |||||||
10.24** | Letter to John C. Regan dated July 15, 2013 | 10-Q | 001-14837 | 10.1 | 11/6/2013 | |||||||
10.25** | Letter to Stan G. Page dated July 15, 2013 | 10-Q | 001-14837 | 10.2 | 11/6/2013 | |||||||
10.26** | Letters to J. David Rushford dated July 15, 2013 | 10-Q | 001-14837 | 10.1 | 5/12/2014 | |||||||
10.27** | Letter to Stan G. Page dated November 18, 2014 | 10-K | 001-14837 | 10.3 | 3/31/2015 | |||||||
10.28 | Credit Agreement, dated as of September 6, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.1 | 11/9/2011 | |||||||
10.29 | Amended and Restated U.S. Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein | 8-K/A | 001-14837 | 10.1 | 9/8/2014 |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
10.30 | Amended and Restated Canadian Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 8-K/A | 001-14837 | 10.2 | 9/8/2014 | |||||||
10.31 | Omnibus Amendment No. 1 to Combined Credit Agreements, dated as of May 23, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.3 | 8/9/2012 | |||||||
10.32 | Omnibus Amendment No. 2 to Combined Credit Agreements, dated as of August 6, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.4 | 8/9/2012 | |||||||
10.33 | Omnibus Amendment No. 3 to Combined Credit Agreements, dated as of October 5, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-K | 001-14837 | 10.31 | 3/22/2013 | |||||||
10.34 | Omnibus Amendment No. 4 to Combined Credit Agreements, dated as of April 30, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.3 | 8/8/2013 | |||||||
10.35 | Omnibus Amendment No. 5 to Combined Credit Agreements, dated as of June 21, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 8-K/A | 001-14837 | 10.2 | 9/8/2014 | |||||||
10.36 | Omnibus Amendment No. 6 to Combined Credit Agreements, dated as of November 15, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 8-K | 001-14837 | 10.1 | 11/18/2013 | |||||||
10.37 | Omnibus Amendment No. 7 to Combined Credit Agreements, dated as of April 25, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.5 | 5/12/2014 | |||||||
10.38 | Omnibus Amendment No. 8 to Combined Credit Agreements, dated as of November 7, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein | 10-Q | 001-14837 | 10.7 | 11/10/2014 | |||||||
10.39 | Second Lien Credit Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the lenders party thereto and Credit Suisse AG, as administrative agent | 8-K/A | 001-14837 | 10.1 | 9/8/2014 | |||||||
10.40 | Asset Purchase Agreement, dated as of May 15, 2009, among Quicksilver Resources Inc., as Seller, and ENI US Operating Co. Inc. and ENI Petroleum US LLC, as Buyers | 8-K | 001-14837 | 10.1 | 5/19/2009 | |||||||
10.41*** | Contribution Agreement dated December 23, 2011 among Quicksilver Resources Canada Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company | 8-K/A | 001-14837 | 10.1 | 12/16/2013 | |||||||
10.42*** | First Amending Agreement, dated March 13, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc., Makarios Midstream Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company | 10-Q | 001-14837 | 10.3 | 5/12/2014 | |||||||
10.43 | Guaranty dated December 23, 2011 among Quicksilver Resources Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company | 8-K | 001-14837 | 10.2 | 12/27/2011 | |||||||
10.44 | Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 8-K | 001-33631 | 10.1 | 1/8/2010 |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
10.45 | Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P. | 10-K | 001-33631 | 10.18 | 2/25/2011 | |||||||
10.46 | Second Amendment to Gas Gathering Agreement, dated July 9, 2014, among Quicksilver Resources Inc., TG Barnett Resources LP and Cowtown Pipeline Partners L.P. | 10-Q | 001-14837 | 10.1 | 11/10/2014 | |||||||
10.47 | Sixth Amendment and Restated Gas Gathering and Processing Agreement, dated September 1, 2008, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. | 10-Q | 001-33631 | 10.1 | 11/6/2008 | |||||||
10.48 | Addendum and Amendment to Gas Gathering and Processing Agreement Mash Unit Lateral, effective January 1, 2009, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Processing Partners L.P. | 10-K | 001-33631 | 10.15 | 3/15/2010 | |||||||
10.49 | Second Amendment to Sixth Amendment and Restated Gas Gathering and Processing Agreement, date as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. | 10-K | 001-33631 | 10.16 | 2/25/2011 | |||||||
10.50 | Third Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement, dated July 9, 2014, among Quicksilver Resources Inc., TG Barnett Resources LP, Cowtown Gas Processing Partners L.P. and Cowtown Pipeline Partners L.P. | 10-Q | 001-14837 | 10.2 | 11/10/2014 | |||||||
10.51 | Fourth Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement, dated July 9, 2014, among Quicksilver Resources Inc., TG Barnett Resources LP, Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. | 10-Q | 001-14837 | 10.3 | 11/10/2014 | |||||||
10.52 | Amended and Restated Gas Gathering Agreement, effective September 1, 2008, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 10-K | 001-14837 | 10.54 | 4/16/2012 | |||||||
10.53 | First Amendment to Amended and Restated Gas Gathering Agreement, dated September 29, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 10-K | 001-14837 | 10.55 | 4/16/2012 | |||||||
10.54 | Second Amendment to Gas Gathering Agreement, dated October 1, 2010, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. | 10-K | 001-14837 | 10.56 | 4/16/2012 | |||||||
10.55 | Third Amendment to Amended and Restated Gas Gathering Agreement, dated August 13, 2012, between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P. | 10-Q | 001-14837 | 10.4 | 11/10/2014 | |||||||
10.56 | Fourth Amendment to Amended and Restated Gas Gathering Agreement, dated July 9, 2014, among Quicksilver Resources Inc., TG Barnett Resources LP and Cowtown Pipeline Partners L.P. | 10-Q | 001-14837 | 10.5 | 11/10/2014 | |||||||
10.57 | Fifth Amendment to Amended and Restated Gas Gathering Agreement, dated July 9, 2014, among Quicksilver Resources Inc., TG Barnett Resources LP and Cowtown Pipeline Partners L.P. | 10-Q | 001-14837 | 10.6 | 11/10/2014 | |||||||
21.1 | List of subsidiaries of Quicksilver Resources Inc. | 10-K | 001-14837 | 21.1 | 3/31/2015 | |||||||
23.1 | Consent of Ernst & Young LLP | 10-K | 001-14837 | 23.1 | 3/31/2015 | |||||||
23.2 | Consent of Schlumberger Technology Corporation | 10-K | 001-14837 | 23.2 | 3/31/2015 | |||||||
23.3 | Consent of LaRoche Petroleum Consultants, Ltd. | 10-K | 001-14837 | 23.3 | 3/31/2015 | |||||||
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-14837 | 31.1 | 3/31/2015 | |||||||
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-14837 | 31.2 | 3/31/2015 | |||||||
31.3 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | † | ||||||||||
31.4 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | † |
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicated) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-14837 | 32.1 | 3/31/2015 | |||||||
99.1 | Report of Schlumberger Technology Corporation | 10-K | 001-14837 | 99.1 | 3/31/2015 | |||||||
99.2 | Report of LaRoche Petroleum Consultants, Ltd. | 10-K | 001-14837 | 99.2 | 3/31/2015 | |||||||
101.INS | XBRL Instance Document | 10-K | 001-14837 | 101.INS | 3/31/2015 | |||||||
101.SCH | XBRL Taxonomy Extension Schema Linkbase Document | 10-K | 001-14837 | 101.SCH | 3/31/2015 | |||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | 10-K | 001-14837 | 101.CAL | 3/31/2015 | |||||||
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | 10-K | 001-14837 | 101.LAB | 3/31/2015 | |||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | 10-K | 001-14837 | 101.PRE | 3/31/2015 | |||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | 10-K | 001-14837 | 101.DEF | 3/31/2015 |
Quicksilver Resources Inc. | ||||
By: | /s/ Glenn Darden | |||
Glenn Darden | ||||
Dated: | April 30, 2015 | President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ W. Yandell Rogers, III | Chairman of the Board; Director | April 30, 2015 | ||
W. Yandell Rogers, III | ||||
/s/ Glenn Darden | President and Chief Executive Officer | April 30, 2015 | ||
Glenn Darden | (Principal Executive Officer); Director | |||
Senior Vice President - Chief Financial Officer | ||||
/s/ Vanessa Gomez LaGatta | and Treasurer | April 30, 2015 | ||
Vanessa Gomez LaGatta | (Principal Financial Officer) | |||
/s/ Romy Massey | Chief Accounting Officer | April 30, 2015 | ||
Romy Massey | (Principal Accounting Officer) | |||
/s/ Anne Darden Self | Director | April 30, 2015 | ||
Anne Darden Self | ||||
/s/ W. Byron Dunn | Director | April 30, 2015 | ||
W. Byron Dunn | ||||
/s/ Michael Y. McGovern | Director | April 30, 2015 | ||
Michael Y. McGovern | ||||
/s/ Steven M. Morris | Director | April 30, 2015 | ||
Steven M. Morris | ||||
/s/ Scott M. Pinsonnault | Director | April 30, 2015 | ||
Scott M. Pinsonnault | ||||
/s/ Mark J. Warner | Director | April 30, 2015 | ||
Mark J. Warner |
1. | I have reviewed this amendment to the annual report on Form 10-K of Quicksilver Resources Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
/s/ Glenn Darden | |
Glenn Darden | |
President and Chief Executive Officer |
1. | I have reviewed this amendment to the annual report on Form 10-K of Quicksilver Resources Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
/s/ Vanessa Gomez LaGatta | |
Vanessa Gomez LaGatta | |
Senior Vice President – Chief Financial Officer and Treasurer | |
(Principal Financial Officer) |