333-222275 | ||||
(Commission File No.) | ||||
Delaware | 82-3620361 | |||
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||
1099 18th Street, Suite 2300 Denver, Colorado | 80202 | |||
(Address of principal executive office) | (Zip Code) | |||
(303) 293-9100 | ||||
(Registrant's telephone number, including area code) | ||||
N/A | ||||
(Former name or former address, if changed since last report) |
¨ | 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)) |
• | All of the directors of HighPoint Resources Corporation (the “Company”), as listed in the Company’s Current Reports on Form 8-K filed on March 19, 2018 and December 6, 2018, are independent for purposes of NYSE rules, except for Scott A. Gieselman, Craig S. Glick, Michael R. Starzer, and Chief Executive Officer Scot Woodall. In making the independence determination, the Company’s board of directors considered the directors' relationships with the Company, commercial relationships with entities affiliated with the directors (including NGP Natural Resources XI, L.P., the holder of a substantial amount of the Company’s shares), and the specific provisions of the NYSE corporate governance standards that would make a director not independent. |
• | Jim Mogg is the director who has been chosen to preside at executive sessions of the independent directors. |
• | The charters of the Audit, Compensation, Reserves and EHS, and Nominating and Corporate Governance Committees of the board of directors, and the Company’s corporate governance guidelines and code of business conduct and ethics, are available on the Company’s website, www.hpres.com. |
Date: | December 19, 2018 | HIGHPOINT RESOURCES CORPORATION | ||
By: | /s/ Kenneth A. Wonstolen | |||
Kenneth A. Wonstolen | ||||
Senior Vice President - General Counsel; and Secretary |