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): April 5, 2011
GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-12719 | 76-0466193 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
801 Louisiana, Suite 700 Houston, Texas |
77002 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 780-9494
N/A
(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:
¨ | 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. |
Effective April 5, 2011, the Board of Directors (the Board) of Goodrich Petroleum Corporation (the Company) elected Peter Goodson to serve as an independent Class I Director, with a term extending until the Companys 2011 annual meeting of stockholders. Mr. Goodson will fill a vacancy created by the passing of one of the Companys former Class I Directors, Geraldine Ferraro. The Board has not yet determined what committee or committees, if any, on which Mr. Goodson will serve.
There are no understandings or arrangements between Mr. Goodson and any other person pursuant to which Mr. Goodson was elected to serve as a director of the Company. There are no relationships between Mr. Goodson and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Mr. Goodson will receive compensation in accordance with the Companys policies for compensating non-employee directors.
Item 7.01 | Regulation FD Disclosure. |
On April 7, 2011, the Company issued a press release announcing the election of Mr. Goodson to the Board. A copy of the Companys press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 or in 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 and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Other Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press release issued April 7, 2011. |
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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.
GOODRICH PETROLEUM CORPORATION | ||||
Date: April 7, 2011 | By: | /s/ Michael J. Killelea | ||
Michael J. Killelea | ||||
Senior Vice President, General Counsel and Corporate Secretary |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release issued April 7, 2011. |
4
Exhibit 99.1
NEWS from
801 Louisiana, Suite 700
Houston, Texas 77002
Main: (713) 780-9494
Fax: (713) 780-9254
Contact: | ||
Robert Turnham, President | Traded: NYSE (GDP) | |
Jan Schott, Chief Financial Officer |
FOR IMMEDIATE RELEASE
GOODRICH PETROLEUM ANNOUNCES THE APPOINTMENT OF PETER
GOODSON TO ITS BOARD OF DIRECTORS
Houston, Texas April 7, 2011. Goodrich Petroleum Corporation (NYSE: GDP) today announced that Peter Goodson has been appointed to its Board of Directors. Mr. Goodson joins the Board effective April 5, 2011 as an independent Class I Director, with a term to run until the Companys upcoming 2011 annual meeting of stockholders. Mr. Goodson will fill a vacancy created by the passing of one of the Companys former Class I Directors, Geraldine Ferraro.
Mr. Goodson is currently teaching at the Berkeley-Columbia joint MBA program as well as the Haas Business School at the University of California in Berkeley. He is also a fellow of Dartmouths Tuck Center for Private Equity and Entrepreneurship. Additionally, Mr. Goodson serves as a lead member of the Mekong Capital Advisory Board, a Vietnamese private equity firm.
Previously, Mr. Goodson was a partner of Clayton, Dubilier & Rice, a private equity firm. Prior to joining Clayton, Dubilier & Rice, Mr. Goodson served in various capacities at Kidder, Peabody, including founding the Mergers and Acquisitions and Merchant Banking Departments as well as serving as co-head of Investment Banking. In addition, he was a member of the firms executive committee and board of directors.
Certain statements in this news release regarding future expectations and plans for future activities may be regarded as forward looking statements within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Companys Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Goodrich Petroleum is an independent oil and gas exploration and production company listed on the New York Stock Exchange. The majority of its properties are in Louisiana and Texas.
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