UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

PDC ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

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(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(2)

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(4)

Date Filed:

 

 

 

 

 

 

 


 

On May 14, 2019, Nicole Martinet, Senior Vice President and General Counsel of PDC Energy, Inc. (the “Company”), sent an e-mail to the Company’s employees containing the following information.

 


 

Please Vote the WHITE Proxy Card FOR All Three of PDC's Director Nominees | A Message from Nicole Martinet, Your General Counsel Dear P DC Employees : P DC’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on May 29. In connection with the Annual Meeting, P DC s hareholders will have the opportunity to vote for, among other things , the election of three directors to s erve on the P DC Board. P DC’s nominees for election include yo ur CEO a nd dire cto r Ba rt Bro o kma n, a nd inde pe nde nt dire cto rs Ma rk Ellis a nd La rry Ma z z a (collectively, the “P DC Nominees ”). An activis t P DC s hareholder, Kimmeridge, has nominated a competing/dis s ident s late of directors to s erve on the P DC Board. If elected, this competing s late would replace the P DC Nominees , including Bart. Your management and Board s trongly believe Kimmeridge’s ideas and plans for P DC threaten our company’s future and the tremendous work underway to drive P DC forward. The re fo re , if yo u a re e ligible to vo te s ha re s in co nne ctio n w ith the Annua l Me e ting, ple a s e vo te the W HITE pro xy ca rd! W ith this ca rd, be s ure to vo te “FO R” the e le ctio n o f a ll thre e PDC No mine e s , a s una nimo us ly re co mme nde d by yo ur Bo a rd. Vote the WHITE Card You have likely already received, or s hould be receiving very s oon, proxy mailings from P DC and Kimmeridge s oliciting your vote. All mailings from P DC include an enclos ed W HITE proxy card for you to vote FOR the P DC Nominees . All mailings from Kimmeridge include an enclos ed GOLD (actually pale yellow) proxy card as king you to vote for Kimmeridge’s leader, Ben Dell, and his two other nominees . As P DC employees , we encourage you to DESTROY any and all GOLD proxy cards you receive and s upport P DC by voting any and all W HITE proxy cards for the P DC Nominees . The Last Proxy Card Submitted Counts! To s upport the P DC Nominees you s hould only vote the W HITE proxy card, voting for all three P DC Nominees . PLEASE DO NO T MARK IN ANY WAY O R SUBMIT THE GO LD PRO XY CARD. If yo u ha ve pre vio us ly vo te d o n the GO LD ca rd, yo u ca n cha nge yo ur vo te by vo ting fo r a ll thre e PDC No mine e s o n a la te r-da te d W HITE pro xy ca rd. If yo u s e nd in mo re tha n o ne pro xy ca rd (o r vo te via pho ne o r inte rne t), o nly the la s t vo te s ubmitte d w ill co unt. Confirm You've Received All Proxy Cards We als o encourage all employee s hareholders to confirm they have received proxy cards that cover ALL P DC s hares in which you are entitled to vote. For example, s ome employees may hold s hares with multiple brokers (i.e., Fidelity and E*TRADE), and therefore will need to vote all s hares in each of the brokerage accounts . When you receive a proxy card, the amount of s hares you are voting s hould be included on the proxy card. This way you can track all the s hares you are voting. To be s a fe , w e e nco ura ge yo u to vo te FO R a ll thre e o f the PDC No mine e s o n e ve ry W HITE ca rd yo u re ce ive to e ns ure yo u ha ve vo te d a ll yo ur s ha re s ! How to Vote You can vote by internet, telephone or mail by following the ins tructions on your W HITE proxy card. If you have not received proxy materials , including all W HITE proxy cards covering all your eligible voting s hares , pleas e contact our proxy s olicitor, MacKenzie Partners , Inc., toll-free at (800) 322-2885 or at (212) 929-5500, and/or contact your broker directly. We are als o here internally to ans wer any ques tions you may have. P leas e contact me or our As s ociate General Couns el, Julie Blas er, at 303-381-9490 or Julie.Blas er@ pdce.com with ques tions . Thank you for your continued s upport, Nico le Ma rtine t Se nio r Vice Pre s ide nt a nd Ge ne ra l Co uns e l Your vote this year is extremely important. Please vote al your shares in support of PDC's Nominees by voting the WHITE proxy card.

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