SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): September 3, 2020 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on Form 8-K filed with the Securities and Exchange Commission on July 6, 2020 (the “Previous 8-K”), PDC Energy, Inc.’s (the “Company”) Senior Vice President and Chief Operating Officer, Scott J. Reasoner, retired from the Company on August 31, 2020. In connection with his retirement, assuming Mr. Reasoner enters into a Retirement Agreement and General Release of Claims, releasing the Company from any actual and potential claims against the Company, he will receive, among other things, payment of the following amounts over a twelve (12) month period after his retirement: (i) a cash severance payment equal to one (1) times the sum of Mr. Reasoner’s (A) 2020 annual base salary (pre salary reductions implemented in May 2020) and (B) 2020 target bonus, and (ii) eighteen (18) months of continued health care coverage subsidized by the Company. In addition, all unvested restricted stock units and performance stock units (“PSUs”) held by Mr. Reasoner immediately prior to his retirement will immediately vest, with the unvested PSUs vesting at 100% of target.
Also as disclosed in the Previous 8-K, following Mr. Reasoner’s retirement, David J. Lillo, the Company’s Senior Vice President of Operations, will assume Mr. Reasoner’s duties and responsibilities. As a result, Mr. Lillo will become a participant in the Company’s Executive Severance Compensation Plan and will receive the following compensation: (i) $340,000 annual base salary ($400,000 if senior management team salary reductions are restored), (ii) short term incentive bonus target of 80% of annual base salary, (iii) long term incentive target of 275% of annual base salary (expected to be granted in February 2021) in accordance with historical senior management team equity grant practices, and (iv) other benefits consistent with those provided to other members of the Company’s senior management team.
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.
|Dated: September 3, 2020||PDC ENERGY, INC.|
|By:||/s/ Nicole Martinet|
|Title:||General Counsel, Senior Vice President and Corporate Secretary|