UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 16, 2012 (April 3, 2012)
(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. |
2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines
As previously disclosed on a Current Report on Form 8-K filed on February 23, 2012 (the “Prior Report”), on February 16, 2012, the Compensation and Benefits Committee of Penn Virginia Corporation (the “Company”) amended Exhibit A to the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the “Incentive Award Guidelines”) to add threshold, target and stretch cash bonus percentages and target long-term equity incentive award percentages for the Company’s two new executive officers. The Prior Report incorrectly reported the threshold, target and stretch cash bonus percentages for the Company’s Vice President and Regional Manager and did not reflect the promotion of one of the Company’s Vice President-Regional Managers to Senior Vice President-Regional Manager.
The correct threshold, target and stretch cash bonus percentages for the Company’s executive officers’ are as follows:
| Percent of Base Salary | ||||||||||||
| Executive Position |
Threshold | Target | Stretch | |||||||||
| Chief Executive Officer |
50 | 100 | 200 | |||||||||
| Chief Operating Officer |
50 | 100 | 200 | |||||||||
| Chief Administrative Officer |
40 | 80 | 160 | |||||||||
| Chief Financial Officer |
40 | 80 | 160 | |||||||||
| Sr. VP-Regional Manager |
40 | 80 | 160 | |||||||||
| VP-Regional Manager |
25 | 50 | 100 | |||||||||
The correct target long-term equity incentive award percentages for the Company’s executive officers are as follows:
| Executive Position |
Target Percent of Salary | |
| Chief Executive Officer |
300 – 400 | |
| Chief Operating Officer |
250 – 350 | |
| Chief Administrative Officer |
200 – 300 | |
| Chief Financial Officer |
200 – 300 | |
| Sr. VP-Regional Manager |
150 – 300 | |
| VP-Regional Manager |
150 – 300 | |
A copy of the correct revised Exhibit A to the Incentive Award Guidelines is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Revised Exhibit A to Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines. |
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: April 3, 2012
| Penn Virginia Corporation | ||
| By: | /s/ Nancy M. Snyder | |
| Name: | Nancy M. Snyder | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |
Exhibit Index
| Exhibit |
Description | |
| 10.1 | Revised Exhibit A to Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines. | |
Exhibit 10.1
EXHIBIT A
CASH BONUS PERCENTAGES
Executive Officers
| Percent of Base Salary | ||||||||||
| Officer |
Threshold | Target | Stretch | |||||||
| CEO |
0 – 50 | 100 | 200 | |||||||
| COO |
0 – 50 | 100 | 200 | |||||||
| CAO/GC |
0 – 40 | 80 | 160 | |||||||
| CFO |
0 – 40 | 80 | 160 | |||||||
| Sr. VP – Regional Manager |
0 – 40 | 80 | 160 | |||||||
| VP – Regional Manager |
0 – 25 | 50 | 100 | |||||||
Other Employees
Prior to March 1st of each Plan Year, the CEO shall approve and advise the Committee of the Target Cash Bonus Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to increase or decrease in the event of a promotion or demotion.
EQUITY INCENTIVE PERCENTAGES
Executive Officers
| Officer |
Target Percent of Base Salary | |
| CEO |
300 – 400 | |
| COO |
250 – 350 | |
| CAO/GC |
200 – 300 | |
| CFO |
200 – 300 | |
| Sr. VP – Regional Manager |
150 – 300 | |
| VP – Regional Manager |
150 – 300 |
Other Employees
Prior to March 1st of each Plan Year, the CEO shall approve and advise the Committee of the Target Equity Incentive Percentages for each Participant other than the Executive Officers. Such percentages shall be subject to increase or decrease in the event of a promotion or demotion.