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): February 28, 2019
DIAMONDBACK ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35700 | 45-4502447 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 500 West Texas Suite 1200 Midland, Texas |
79701 | |||
| (Address of principal executive offices) | (Zip code) | |||
(432) 221-7400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointments of Chief Financial Officer and Chief Accounting Officer
On February 28, 2019, Diamondback Energy, Inc. (“Diamondback” or the “Company”) announced a series of leadership appointments, including those discussed below.
Kaes Van’t Hof, currently Diamondback’s Senior Vice President of Strategy and Corporate Development, has been appointed, effective as of March 1, 2019, Chief Financial Officer and Executive Vice President of Business Development for Diamondback. Tracy Dick will assume the role of Chief Accounting Officer and Executive Vice President for Diamondback, effective as of March 1, 2019, and will remain Chief Financial Officer of Viper Energy Partners LP, Diamondback’s publicly traded subsidiary (NASDAQ: VNOM) (“Viper”). Mr. Van’t Hof will also remain in his current role as President of Viper.
Mr. Van’t Hof”s and Ms. Dick’s full biographies and, to the extent applicable, the information required by Item 404(a) of Regulation S-K, are included in Diamondback’s definitive proxy statement on Schedule 14A, filed by Diamondback with the Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”). Ms. Dick’s compensation is also described in the Proxy Statement.
In his role as Diamondback’s Chief Financial Officer and Executive Vice President of Business Development, Mr. Van’t Hof will receive an annual base salary of $520,000. He will also continue to participate in Diamondback’s annual executive cash incentive program, which provides an opportunity to receive an annual bonus payable in a single lump sum, based on a target percentage of Mr. Van’t Hof’’s annual base salary and such performance goals and criteria as determined in the discretion of Diamondback’s compensation committee. Mr. Van’t Hof will also continue to participate in Diamondback’ equity incentive plan, under which Diamondback grants annual performance-based and time-vesting equity awards, and other employee benefit plans generally available to similarly situated Company employees, as in effect from time to time.
Except with respect to any awards that may be granted under Viper’s Long Term Incentive Plan, neither Mr. Van’t Hof nor Ms. Dick receive separate amounts of compensation for the services they provide to Viper.
Retirement of Named Executive Officer
On February 28, 2019, Diamondback also announced that Paul Molnar, currently Executive Vice President of Exploration and Business Development and a named executive officer in the Proxy Statement, will be retiring, effective as of April 1, 2019, after having worked at Diamondback since August 2011, prior to Diamondback’s initial public offering. Mr. Molnar’s compensation is disclosed in the Proxy Statement.
| Item 7.01. | Regulation FD Disclosure |
On February 28, 2019, Diamondback issued a press release announcing the matters described in Item 5.02 above and other leadership appointments and promotions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Diamondback’s Press Release dated February 28, 2019 entitled “Diamondback Energy, Inc. Announces New Leadership Appointments and Promotions.” | |
SIGNATURE
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.
| DIAMONDBACK ENERGY, INC. | ||||||
| Date: February 28, 2019 | ||||||
| By: | /s/ Travis D. Stice | |||||
| Name: | Travis D. Stice | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Diamondback Energy, Inc. Announces New Leadership Appointments and Promotions
Midland, TX (February 28, 2019) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced a series of leadership appointments and promotions, effective March 1, 2019, that will allow the Company to continue to execute on its capital efficient growth and best in class operations on a now significantly larger asset base.
Kaes Van’t Hof, currently Senior Vice President of Strategy and Corporate Development, has been appointed Chief Financial Officer and Executive Vice President of Business Development for Diamondback. Tracy Dick will assume the role of Chief Accounting Officer and Executive Vice President for Diamondback, and will remain Chief Financial Officer of Viper Energy Partners LP (“Viper”). Mr. Van’t Hof will also remain in his current role as President of Viper.
Matt Zmigrosky will assume the role of Executive Vice President, General Counsel and Secretary, replacing Randall Holder, who will be retiring at the end of the first quarter of 2019 after having worked at Diamondback since November 2011, prior to the Company’s initial public offering (“IPO”). Prior to joining Diamondback, Mr. Zmigrosky was in the private practice of law for over 15 years, most recently as a partner at Akin Gump Strauss Hauer & Feld LLP, where he worked extensively with Diamondback and its subsidiaries.
Russell Pantermuehl, currently Executive Vice President of Reservoir Engineering, will assume the role of Executive Vice President and Chief Engineer.
Jennifer Soliman, currently Senior Vice President and Chief Human Resources Officer, has been promoted to Executive Vice President and Chief Human Resources Officer.
Thomas Hawkins, currently Senior Vice President of Land, has been promoted to Executive Vice President of Land.
Paul Molnar, currently Executive Vice President of Exploration and Business Development, will be retiring at the end of the first quarter of 2019 after having worked at Diamondback since August 2011, prior to the Company’s IPO.
“I would like to express my sincere gratitude to Paul and Randy for their significant contributions to Diamondback over the past seven plus years. Both gentlemen are founders of the Company and have been instrumental to the success and growth of Diamondback from a small cap producer of less than 3,000 barrels per day at the time of our IPO in 2012 to the large cap Permian producer we are today. Their daily contributions to Diamondback will be missed,” stated Travis Stice, Chief Executive Officer of Diamondback.
Diamondback today also announced the promotion of five current Vice Presidents to Senior Vice President as well as the addition of two Vice Presidents and the promotion of one Director to Vice President.
Promoted Senior Vice Presidents:
| • | Daniel Wesson has been promoted to Senior Vice President of Operations from Vice President of Operations |
| • | David Cannon has been promoted to Senior Vice President of Geoscience and Technology from Vice President of Geoscience |
| • | Joe Niederhofer has been promoted to Senior Vice President of Midstream Operations from Vice President of Midstream Operations. Joe recently joined Diamondback from Energen Corporation (“Energen”), where he was the Vice President of Permian Basin Operations |
| • | Kara Blubaugh-Few has been promoted to Senior Vice President of Accounting and Controller from Vice President of Accounting and Controller |
| • | Marc Dingler has been promoted to Senior Vice President of Government Affairs and Deputy General Counsel from Vice President of Legal and Deputy General Counsel |
New Vice Presidents:
| • | Adam Lawlis has been promoted to Vice President of Investor Relations from Director of Investor Relations |
| • | Al Barkmann recently joined Diamondback as the Vice President of Reservoir Engineering. Al joined Diamondback from Energen, where he was the Reservoir Engineering Manager |
| • | Yong Cho was promoted to Vice President of Drilling in August 2018 after joining Diamondback as Drilling Manager of the Delaware Basin in 2017 |
Mr. Stice continued, “The appointments and promotions announced today only emphasize the strength and depth of our management team at Diamondback. As we grow in size and scale, these ‘next level leaders’ are pivotal to the continued success of the Company to execute on our core philosophy of best in class execution, low cost operations and transparency.”
About Diamondback Energy, Inc.
Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Diamondback’s activities are primarily focused on the horizontal exploitation of multiple intervals within the Wolfcamp, Spraberry, Clearfork, Bone Spring and Cline formations.
|
Investor Contact: Adam Lawlis +1 432.221.7467 alawlis@diamondbackenergy.com |
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