0001193125-18-077424.txt : 20180309 0001193125-18-077424.hdr.sgml : 20180309 20180309163256 ACCESSION NUMBER: 0001193125-18-077424 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180306 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180309 DATE AS OF CHANGE: 20180309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13283 FILM NUMBER: 18680524 BUSINESS ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 275 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7137226500 MAIL ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 275 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 8-K 1 d535451d8k.htm 8-K 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): March 6, 2018

 

 

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

Houston, Texas

   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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Requirement; Transfer of Listing.

On March 6, 2018, Marc McCarthy, a member of the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”), tendered notice of his resignation from the Board, effective immediately. The resignation did not result from any disagreement with the Company.

Mr. McCarthy’s resignation from the Board has also created a vacancy on the Audit Committee of the Board. As a result, the Audit Committee currently does not have at least three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A).

On March 7, 2018, the Company notified Nasdaq of Mr. McCarthy’s resignation and the resulting non-compliance with Nasdaq Rule 5605(c)(2)(A). Nasdaq responded on March 8, 2018, with a notification letter confirming that the Company is currently out of compliance with Nasdaq audit committee requirements and advising that, pursuant to Nasdaq Listing Rule 5605(c)(4), the Company will have until September 3, 2018 to cure the deficiency caused by Mr. McCarthy’s departure. The Company intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) by appointing a new member of the Audit Committee within the applicable cure period.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The foregoing discussion of Mr. McCarthy’s resignation from the Board is incorporated herein by reference.

 

Item 7.01. Regulation FD.

On March 7, 2018, the Company issued a press release announcing the matters described above in Item 5.02. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number		   

Description

99.1    Press Release issued March 7, 2018.

SIGNATURES

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

 

March 9, 2018     PENN VIRGINIA CORPORATION
    By:   /s/ Steven A. Hartman
     

Steven A. Hartman

Senior Vice President, Chief Financial Officer and Treasurer

 EX-99.1 2 d535451dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Penn Virginia Announces Resignation of Director

HOUSTON, March 7, 2018 (GLOBE NEWSWIRE) — Penn Virginia Corporation (“Penn Virginia” or the “Company”) (NASDAQ:PVAC) today announced the resignation of Marc McCarthy from Penn Virginia’s Board of Directors. Mr. McCarthy resigned on March 6, 2018 due to increased demands of his other professional commitments and has no disagreements with the Company.

“It has been a great privilege serving on Penn Virginia’s board and I have enjoyed contributing to the strategic direction of the Company. Given the strength of the Company’s Board of Directors and management team, I feel confident stepping down at this time and leaving the Company in their capable hands,” said Marc McCarthy.

John A. Brooks, President, Chief Executive Officer and Director of Penn Virginia, commented, “Marc has been an invaluable resource to the Company over the past year and a half. On behalf of the entire Board, I would like to thank Marc for his contributions and service and wish him continued success in the future.”

About Penn Virginia Corporation

Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in south Texas. For more information, please visit our website at www.pennvirginia.com.

Contact

Steve Hartman

Chief Financial Officer

Ph: (713) 722-6529

E-Mail: invest@pennvirginia.com