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: September 28, 2016
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Virginia | 1-13283 | 23-1184320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 14701 St. Mary’s Lane, Suite 275 | 77079 | |||
| (Address of Principle Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 722-6500
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
On September 28, 2016, John A. Brooks entered into an amendment (the “Amendment”) to his Employment Agreement, dated May 9, 2016 (the “Agreement”), with Penn Virginia Corporation (the “Company”) effective as of September 28, 2016. Pursuant to the Amendment, Mr. Brooks will serve as the Principal Executive Officer of the Company at the discretion of the Board of Directors of the Company. The Amendment also extends the term of the Agreement until December 31, 2016.
The description of the Amendment in this report is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Employment Agreement, dated September 28, 2016, between the Company and John A. Brooks. | |
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.
| October 4, 2016 | PENN VIRGINIA CORPORATION | |||||
| By: | /s/ Steven A. Hartman | |||||
| Steven A. Hartman | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Employment Agreement, dated September 28, 2016, between the Company and John A. Brooks. | |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 28th day of September, 2016 by and between Penn Virginia Corporation, a Virginia corporation (the “Company”), and John A. Brooks, an individual (the “Executive”).
WHEREAS, the Executive is currently employed as the Executive Vice President and Chief Operating Officer of the Company pursuant to that certain Employment Agreement dated May 9, 2016 by and between the Company and the Executive (the “Employment Agreement”);
WHEREAS, the Term (as defined therein) of the Employment Agreement will expire on October 9, 2016 in accordance with its terms; and
WHEREAS, the Company and the Executive desire to enter into this Amendment to extend the Term of the Employment Agreement and make such other changes as are described herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
1. Section 2 of the Employment Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof:
2. Term. The term of employment under this Agreement shall commence on the Effective Date and continue until December 31, 2016 (the “Term”).
2. Section 3 of the Employment Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof:
3. Position and Duties. During the Term, the Executive shall continue to serve as the Executive Vice President and Chief Operating Officer of the Company. In such capacities, the Executive shall have the same duties, responsibilities and authorities as he currently has. Additionally, during the Term, the Executive shall serve as the Principal Executive Officer of the Company at the discretion of the Board. The Executive shall devote the Executive’s reasonable best efforts and full business time to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company and shall be subject to, and shall comply in all material respects with, the policies of the Company and the Company Affiliates applicable to the Executive; provided that the Executive shall be entitled (i) to serve as a member of the board of directors of other companies, with the consent of the Company’s board of directors (the “Board”), (ii) to serve on civic, charitable, educational, religious, public interest or public service boards, and (iii) to manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder.
1
3. Except as specifically set forth herein, the Employment Agreement and all of its terms and conditions remain in full force and effect, and the Employment Agreement is hereby ratified and confirmed in all respects, except that on or after the date of this Amendment all references in the Employment Agreement to “this Employment Agreement,” “hereto,” “hereof,” “hereunder,” or words of like import shall mean the Employment Agreement as amended by this Amendment.
4. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and such counterpart together shall constitute one and the same instrument.
5. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. The Employment Agreement, as amended by this Amendment, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date first set forth above.
| PENN VIRGINIA CORPORATION | ||
| By: | /s/ Steve A. Hartman | |
| Name: Steve A. Hartman | ||
| Title: SVP and CFO | ||
| JOHN A. BROOKS | ||
| /s/ John A. Brooks | ||
Employment Agreement Amendment Signature Page