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): November 1, 2019

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.)

16285 Park Ten Place, Suite 500 Houston, TX	77084
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	PVAC	The Nasdaq Global Select Market

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

On November 1, 2019, the Board of Directors of Penn Virginia Corporation (the “Company”) appointed Russell T. Kelley, Jr., as the Company’s Senior Vice President, Chief Financial Officer and Treasurer, effective November 13, 2019. Mr. Kelley succeeds Steven A. Hartman, who is leaving the Company as previously reported in the Current Report on Form 8-K filed on July 8, 2019.

Mr. Kelley, age 43, previously served as Chief Financial Officer of Extraction Oil & Gas, Inc., an energy company, from July 2014 to September 2019. From 2011 to 2014, Mr. Kelley worked at Moelis & Company, a global investment bank, where he was a partner and managing director and ran the Oil and Gas practice. From 2005 to 2011, he worked at Goldman, Sachs & Co., where he was a Senior Vice President.

Mr. Kelley will have a base salary of $400,000 and a target annual bonus of 85% of base salary under the Company’s Annual Incentive Plan Guidelines. Promptly following the commencement of his employment with the Company, Mr. Kelley will be awarded under the Penn Virginia 2019 Management Incentive Plan: (i) a performance-based restricted stock unit award covering a number of shares of Company common stock equal to $400,000 divided by the volume-weighted average price per share of common stock of the Company for the 10 trading days immediately preceding November 13, 2019, and (ii) a time-based restricted stock unit award covering a number of shares of Company common stock equal to $92,058 divided by the volume-weighted average price per share of common stock of the Company for the 10 trading days immediately preceding November 13, 2019. Each award will be subject to such terms and conditions as approved by the Compensation Committee of the Board of Directors prior to the grant date thereof.

Item 7.01. Regulation FD Disclosure.

On November 4, 2019, the Company issued a press release relating to the events described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is 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 November 4, 2019.
	104	The cover page from Penn Virginia Corporation’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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.

November 7, 2019	PENN VIRGINIA CORPORATION
	By:	/s/ Katherine Ryan
		Katherine Ryan Vice President, Chief Legal Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

November 4, 2019

Penn Virginia Names Russell T. Kelley, Jr. Chief

Financial Officer

HOUSTON, Nov. 04, 2019 (GLOBE NEWSWIRE) – Penn Virginia Corporation (“Penn Virginia” or the “Company”) (NASDAQ: PVAC) today announced that Russell T. Kelley, Jr. has been named Senior Vice President, Chief Financial Officer and Treasurer effective November 13, 2019.

Mr. Kelley previously served as Chief Financial Officer of Extraction Oil & Gas, Inc. Prior to joining Extraction Oil & Gas, Mr. Kelley ran the Oil & Gas practice of Moelis & Company, a global investment bank, where he was a partner and managing director covering upstream and integrated oil & gas companies. Prior to that, he worked at Goldman, Sachs & Co., where he was a Senior Vice President. In such roles, Mr. Kelley has executed over $70 billion of M&A/advisory assignments and has led capital market transactions raising over $15 billion for clients. He has been in the energy and financial sector since 1998, with experience in commodities trading, corporate development, and investment banking. He holds an MBA from The Wharton School at the University of Pennsylvania, where he graduated as a Palmer Scholar, and a BA from Vanderbilt University.

John A. Brooks, President and Chief Executive Officer of Penn Virginia, said, “Rusty brings a wealth of financial experience in the oil and gas industry and we are excited to have him join the Penn Virginia management team as Chief Financial Officer. Rusty will complement our management team very well as Penn Virginia continues to focus on increasing shareholder value while maintaining our emphasis on capital discipline and protecting our strong balance sheet.”

About Penn Virginia Corporation

Penn Virginia Corporation is a pure-play independent oil and gas company engaged in the development and production of oil, NGLs, and natural gas, with operations in the Eagle Ford shale in south Texas. For more information, please visit our website at www.pennvirginia.com. The information on the Company’s website is not part of this release.

Forward-Looking Statements

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties, and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. Additional information concerning these and other factors can be found in the Company’s press releases and filings with the SEC. Many of the factors that will determine the Company’s future results are beyond the ability of management or the Board to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The statements in this release speak only as of the date of this release. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Contact

Clay Jeansonne

Investor Relations

Ph: (713) 722-6540

E-Mail: invest@pennvirginia.com

Source: Penn Virginia Corporation

XML

Document and Entity Information	Nov. 01, 2019
Cover [Abstract]
Entity Registrant Name	PENN VIRGINIA CORP
Amendment Flag	false
Entity Central Index Key	0000077159
Document Type	8-K
Document Period End Date	Nov. 01, 2019
Entity Incorporation State Country Code	VA
Entity File Number	1-13283
Entity Tax Identification Number	23-1184320
Entity Address, Address Line One	16285 Park Ten Place
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77084
City Area Code	(713)
Local Phone Number	722-6500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value
Trading Symbol	PVAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false