美国

证券交易委员会

华盛顿特区.C. 20549

 

 

形式公布

 

 

目前的报告

依据 第13或15(d)条

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 29, 2014

 

 

体育平台

(Exact Name of Registrant as Specified in Charter)

 

 

 

特拉华州   000-19514   73-1521290

(州或其他司法管辖区

合并)

 

(委员会

文件数量)

 

(I.R.S. 雇主

身份证号码)

 

北五月大道14313号

100套房

俄克拉荷马城, OK

  73134
(Address of principal executive offices)   (邮政编码)

(405) 848-8807

(Registrant’s telephone number, including area code)

不适用

(原 name or former address, if changed since last report)

 

 

检查 appropriate box below if the 形式公布 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

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


第一项.01. Entry Into a Material Definitive Agreement.

On January 29, 2014, Gulfport Energy Corporation (the “Company”) announced that James D. 棕榈,公司的首席执行官 Executive 官 and a member of its Board of Directors (the “Board”), informed the Company of his decision to retire from all positions he holds with the Company, 自2月15日起生效, 2014年(“退休日期”). 与…有关. 手掌的 retirement, the Company entered into a separation and release agreement with Mr. 棕榈, 日期截止到1月31日, 2014 (the “Separation Agreement”), pursuant to which Mr. 棕榈同意了, 除此之外, to provide such advice and transition assistance to the Board and management of the Company as may be requested by the Company from time to time and not to compete with the Company, in each case for a period of three years commencing on the Retirement Date (the “Non-Compete Period”).

Under the Separation Agreement, the Company agreed to provide Mr. 棕榈 with certain compensation and benefits in satisfaction of all contractual obligations under Mr. 手掌的 existing employment agreement with the Company and in exchange for the non-competition obligations and the transition 先生将提供的服务. 棕榈 to the Company during the Non-Compete Period, including: (i) all of Mr. 手掌的 accrued but unpaid salary and unreimbursed expenses through the Retirement Date, ㈡保健福利 先生. 棕榈 and his dependents for up to eighteen (18) months following the Retirement Date, (iii) a lump-sum cash payment of $1,800,000, (iv) $200,000 per year for a period of three years in consulting and non-competition fees, payable in arrears in three equal annual installments beginning on February 15, 2015 and (v) a restricted stock unit award for 80,000 shares of the Company’s common stock, which will vest in three substantially equal annual installments beginning on the first anniversary of the Retirement Date, 提供, 然而, that the payments specified in clause (iv) and the vesting of common stock specified in clause (v) are contingent upon Mr. 手掌的 compliance with his obligations under the Separation Agreement and in the event of a violation of these obligations any unpaid payments and unvested common stock will be forfeited. In addition, under the Separation Agreement, all unvested stock options, restricted stock or any other equity awards that had previously been granted to Mr. 棕榈 will become fully vested as of the Retirement Date.

根据分居协议,Mr. 棕榈 is subject to certain covenants regarding non-competition, ownership of inventions, confidentiality and non-solicitation. 的 Separation Agreement also contains customary waiver and release provisions pursuant to which Mr. 棕榈 waived, released and discharged the Company and certain other related parties from any and all 声称先生. 棕榈 may have had against the Company or such other parties as of the date of the Separation Agreement.

的 preceding summary of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as 展览 10.1 hereto and incorporated herein by reference.

A copy of the press release issued by the Company on January 29, 2014 regarding Mr. 手掌的 impending retirement is attached 以下为附录99.1 and 体育平台是否通过引用并入本协议.

第五项.02. Departure of Directors or Certain 官s; Election of Directors; Appointment of Certain 官s; Compensatory Arrangements of Certain 官s.

第1项规定的信息.01上面 regarding the impending retirement of James D. 棕榈,公司的首席执行官 Executive 官 and a member of the Board, 体育平台是否通过引用并入本协议.

As indicated in the Company’s January 29, 2014 press release regarding Mr. 棕榈的退休,Michael G. 摩尔, Company’s 总裁兼首席财务官 官, will assume management responsibilities associated with the office and act as interim Chief Executive 官.

9项.01. 财务报表及附件

(d) 展品

 

数量

  

展览

10.1    分离与释放协议, 日期截止到1月31日, 2014, by and between the Company and James D. 棕榈.
99.1    新闻稿, 1月29日, 2014, entitled “Gulfport Energy Corporation Announces Executive Retirement.”


签名

依据 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 thereunto duly authorized.

 

    体育平台
日期:2014年2月4日     By:  

/s/ MICHAEL G. 摩尔

     

Michael G. 摩尔

总裁兼首席财务官 官


展览指数

 

数量

  

展览

10.1    分离与释放协议, 日期截止到1月31日, 2014, by and between the Company and James D. 棕榈.
99.1    新闻稿, 1月29日, 2014, entitled “Gulfport Energy Corporation Announces Executive Retirement.”