UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 18, 2013
STONE ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12074 | 72-1235413 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 625 E. Kaliste Saloom Road Lafayette, Louisiana |
70508 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (337) 237-0410
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:
| ¨ | 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. |
(c) On December 18, 2013, the Board of Directors (the “Board”) of Stone Energy Corporation (“Stone” or the “Company”) approved the promotion of John J. Leonard to Vice President – Exploration from General Manager of Deepwater Development, effective on January 1, 2014. Mr. Leonard, who is 54 years old, joined Stone in August 2005 as a reservoir engineer. He has served the company in several capacities, including as Chief Reservoir Engineer (February 2006 to January 2007), Eastern GOM Asset Manager (January 2007 to January 2010), Asset Manager GOM Shelf East (January 2010 to July 2011), Asset Manager Conventional Shelf (July 2011 to January 2012), Director of Reservoir Engineering (January 2012 to February 2013) and General Manager Deepwater Development (February 2013 to present), and, during his tenure, has been actively engaged with Stone’s exploration activities. Prior to joining Stone, Mr. Leonard was employed by Object Reservoir as a Project Manager and Service Engineer, by Expro Americas as an Engineering Manager, and by Pro Tech as an Engineering Manager. Mr. Leonard attended the United States Naval Academy and received a Bachelor’s Degree in Petroleum Engineering from The University of Southwestern Louisiana in Lafayette, Louisiana.
There is no understanding or arrangement between Mr. Leonard and any other person pursuant to which Mr. Leonard was selected as an officer of Stone.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On December 18, 2013, the Board approved an amendment (the “Amendment”) to the Amended & Restated Bylaws of Stone, as amended and restated on May 15, 2008 (the “Bylaws”). The amendment is effective immediately and amends and restates the provision in Section 9 of Article II of the Bylaws, which previously provided for plurality voting for the election of directors, whether in a contested or uncontested election. As amended and restated, Section 9 of Article II of the Bylaws provides that each director shall be elected by the vote of a majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided that if, as of the 10th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders of the Company, the number of nominees exceeds the number of directors to be elected at such meeting (a “Contested Election”), then the directors shall be elected by the vote of a plurality of the votes cast. For such purpose, a majority of the votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” the director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). Section 9 of Article II of the Bylaws further provides that the Company’s corporate governance guidelines may establish procedures with respect to the contingent resignation of any director who does not receive a majority of the votes cast in an election that is not a Contested Election. In all matters other than the election of directors, when a quorum is present, a majority of the votes cast on the subject matter shall be the act of the stockholders, except where a larger vote is required by law, the Company’s Certificate of Incorporation or the Bylaws, in which case such larger vote shall control the decision of such matter. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.
On December 18, 2013, the Board also approved an amendment to the Company’s Corporate Governance Guidelines, establishing a director resignation policy with respect to the contingent resignation of any director who does not receive a majority of the votes cast in an election that is not a Contested Election. As amended and restated, the Company’s Corporate Governance Guidelines provide that in an election that is not a Contested Election, any incumbent director who receives a greater number of votes “against” his or her election than votes “for” such election shall promptly tender his or her resignation to the Board with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board in accordance with the provisions of the Company’s Corporate Governance Guidelines. The Board may, but shall not be obligated to, delegate to any committee of the Board consisting solely of independent directors who have not tendered a resignation, the responsibility of making a recommendation to the Board as to whether to accept or reject the tendered resignation and
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whether to take other action. The Board shall act on the resignation, taking into account the committee’s recommendation (if applicable), and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within ninety (90) days following certification of the election results. Any committee in making its recommendation, and the Board in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board accepts a director’s resignation pursuant to the provisions of the Corporate Governance Guidelines, then the Board may fill the resulting vacancy pursuant to Section 9 of Article III of the Company’s Bylaws or may decrease the size of the Board pursuant to Section 1 of Article III of the Company’s Bylaws.
The foregoing does not purport to be a complete description of the provisions of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Stone intends to file a complete copy of its Bylaws, as amended by the Amendment, as an Exhibit to its next Annual Report on Form 10-K.
| Item 7.01. | Regulation FD Disclosure. |
On December 20, 2013, Stone issued a press release announcing the appointment of Mr. Leonard as Vice President – Exploration of Stone. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| 3.1 | Amendment, dated December 18, 2013, to Amended & Restated Bylaws of Stone Energy Corporation, dated May 15, 2008. | |
| 99.1 | Press release dated December 20, 2013 “Stone Energy Corporation Provides Personnel Update.” | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STONE ENERGY CORPORATION | ||||
| Date: December 23, 2013 |
By: | /s/ J. Kent Pierret | ||
| J. Kent Pierret Senior Vice President, Chief Accounting Officer and Treasurer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amendment, dated December 18, 2013, to Amended & Restated Bylaws of Stone Energy Corporation, dated May 15, 2008. | |
| 99.1 | Press release dated December 20, 2013, “Stone Energy Corporation Provides Personnel Update.” | |
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Exhibit 3.1
Amendment to
Amended & Restated Bylaws of
Stone Energy Corporation
(Dated December 18, 2013)
Article II, Section 9 of the Bylaws shall be deleted in its entirety and replaced with the following:
“Section 9. Voting; Elections; Inspectors. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall, on each matter submitted to a vote at a meeting of stockholders, have one vote for each share of capital stock entitled to vote thereon that is registered in his name on the record date for such meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his executor or administrator, either in person or by proxy.
All voting, except as otherwise required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by stockholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting of stockholders, a stock vote shall be taken. Every stock vote shall be taken by written ballot, and each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. All elections of directors shall be by stock vote, unless otherwise provided in the Certificate of Incorporation.
At any meeting of stockholders at which a vote is to be taken by ballot, the chairman of the meeting shall appoint one or more inspectors, each of whom shall sign an oath or affirmation to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall receive the ballots, count the votes and make and sign a certificate of the result thereof. The chairman of the meeting may appoint any person to serve as inspector, except that no candidate for the office of director shall be appointed as an inspector.
Except as otherwise provided by the Certificate of Incorporation or these bylaws, each director shall be elected by the vote of a majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided that if, as of the 10th day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation, the number of nominees exceeds the number of directors to be elected at such meeting (a “Contested Election”), then the directors shall be elected by the vote of a plurality of the votes cast. For purposes of this paragraph, a majority of the votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” the director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). The Corporation’s corporate governance guidelines may establish procedures with respect to the contingent resignation of any director who does not receive a majority of the votes cast in an election that is not a Contested Election.
In all matters other than the election of directors, when a quorum is present, a majority of the votes cast on the subject matter shall be the act of the stockholders, except where a larger vote is required by law, the Certificate of Incorporation or these bylaws, in which case such larger vote shall control the decision of such matter.
Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.”
Exhibit 99.1
STONE ENERGY CORPORATION
Provides Personnel Update
LAFAYETTE, LA. December 20, 2013
Stone Energy Corporation (NYSE: SGY) today announced the promotion of John J. Leonard to Vice President – Exploration from General Manager of Deepwater Development. Mr. Leonard, who is 54 years old, joined Stone in August 2005 as a reservoir engineer. He has served the company in several capacities, including as Chief Reservoir Engineer, Eastern GOM Asset Manager, Asset Manager GOM Shelf East, Asset Manager Conventional Shelf and Director of Reservoir Engineering, and, during his tenure, has been actively engaged with Stone’s exploration activities. Prior to joining Stone, John was employed by Object Reservoir as a Project Manager and Service Engineer, by Expro Americas as an Engineering Manager, and by Pro Tech as an Engineering Manager. John attended the United States Naval Academy and received a Bachelor’s Degree in Petroleum Engineering from The University of Southwestern Louisiana in Lafayette, Louisiana.
Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Our business strategy is to leverage cash flow generated from existing assets to maintain relatively stable GOM shelf oil production, profitably grow gas reserves and production in price-advantaged basins such as Appalachia and the Gulf Coast Basin, and profitably grow oil reserves and production in material impact areas such as the deep water GOM and onshore oil. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.