0001104659-15-002371.txt : 20150114 0001104659-15-002371.hdr.sgml : 20150114 20150114162220 ACCESSION NUMBER: 0001104659-15-002371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150108 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALCON RESOURCES CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 15527445 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 8-K 1 a15-2335_18k.htm 8-K

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 8, 2015

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35467		20-0700684
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


1000 Louisiana St., Suite 6700 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

(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):

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 January 8, 2015, James L. Irish III, age 70, the lead independent director and chairman of the Audit Committee of the board of directors (the “Board”) of Halcón Resources Corporation, a Delaware corporation (the “Company”), notified the Board that, due to personal reasons, he was resigning from the Board effective January 8, 2015 and would not stand for re-election. On January 13, 2015, Stephen P. Smiley, age 65, notified the Company of his desire, also due to personal reasons, to resign from the Board effective January 31, 2015. The Company thanks Messrs. Irish and Smiley for the diligent fulfillment of their duties on the Board. Both Mr. Irish and Mr. Smiley indicated in their resignation letters that their decision to resign and desire not to stand for re-election were solely due to personal reasons and were not due to a disagreement with the Company or any of its subsidiaries on any matters related to their operations, policies or practices. A copy of Mr. Irish’s resignation letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of Mr. Smiley’s resignation letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The Board has not decided whether to fill the vacant directors’ seats at this time, nor has it selected a lead independent director or chairman of the Audit Committee to succeed Mr. Irish. The Company expects that an additional director will be named to the Audit Committee and its chairman selected before Mr. Smiley’s resignation becomes effective.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.		Description

99.1		Letter, dated January 8, 2015, from James L. Irish III to the Board of Directors.

99.2		Letter, dated January 13, 2015, from Stephen P. Smiley to the Board of Directors.

SIGNATURE

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

	HALCÓN RESOURCES CORPORATION


January 14, 2015	By:	/s/ Mark J. Mize
	Name:	Mark J. Mize
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1 2 a15-2335_1ex99d1.htm EX-99.1

EXHIBIT 99.1

January 8, 2015

Board of Directors

Halcón Resources Corporation

1000 Louisiana St., Suite 6700

Houston, Texas 77002

To the Board of Directors:

Please accept this correspondence as formal notice of my resignation from the board of directors (the “Board”) of Halcón Resources Corporation, a Delaware corporation (the “Company”), including from my positions as lead independent director and chairman of the Audit Committee of the Board, effective January 8, 2015, and of my intent not to stand for re-election to the Board.

My resignation and refusal to stand for re-election are solely due to personal reasons and are not due to a disagreement with the Company or any of its subsidiaries on any matters related to their operations, policies or practices.

I thank you for the opportunity to have served on the Board and wish the Board and the Company all the best in its future endeavors.

	Sincerely,


	/s/ James L. Irish III
	James L. Irish III

EX-99.2 3 a15-2335_1ex99d2.htm EX-99.2

EXHIBIT 99.2

January 13, 2015