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 15, 2019

 

 

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Virginia   1-13283   23-1184320

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

16285 Park Ten Place, Suite 500

Houston, TX

  77084
(Address of Principle Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 722-6500

Not Applicable

(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 (see General Instruction A.2. below):

 

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 1.02.

Termination of a Material Definitive Agreement.

On April 15, 2019, Penn Virginia Corporation, a Virginia corporation (the “Company”), and Strategic Value Partners, LLC and certain investment funds it directly or indirectly manages (collectively, “SVP”) entered into a Termination Agreement pursuant to which the Company and SVP agreed to terminate the Support Agreement, dated January 18, 2018, by and among the Company and SVP.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On April 15, 2019 and effective immediately, Mr. David Geenberg resigned from his position as a member of the Board of Directors of the Company (the “Board”). The resignation did not result from any disagreement with the Company.

Appointment of New Director

On April 15, 2019 and effective immediately, the Board elected Mr. Brian Steck as a member of the Board to fill the vacancy created by the resignation of Mr. Geenberg and to serve until the 2019 annual meeting of shareholders. Mr. Steck has been determined by the Board to be an “independent director” in accordance with Nasdaq Listing Rule 5605(a)(2).

Mr. Steck is a Partner, Senior Analyst at Mangrove Partners where he has worked since 2011. Since 2017, Mr. Steck has also served as a board member and Chairman of the Nominating & Corporate Governance Committee of Bonanza Creek Energy, Inc. Through early 2011, Mr. Steck managed The Laurel Capital Group, LLC, the general partner of a hedge fund he founded in 2009. From 2006 until 2008, Mr. Steck was Head of US Equities at Tisbury Capital where he built and managed a team focused on event- and fundamentally-driven investment opportunities. From 2000 until 2005, Mr. Steck was a partner at K Capital where he focused on European and U.S. opportunities that included special situations, merger arbitrage, deep value and shareholder activism. Prior to K Capital, Mr. Steck spent 10 years at UBS and its predecessors Swiss Bank Corporation and O’Connor & Associates, where he focused on equity derivative trading and risk management, built equity derivative and event-driven client businesses and was Global Co-Head of Equity Hedge Fund Coverage. Mr. Steck received a B.S., with highest honors, from University of Illinois at Urbana Champaign.

Mr. Steck has waived his rights to compensation as a member of the Board and will not participate in the non-employee director compensation programs described under “Compensation of Directors” in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2018.

There are no awards of compensation, material arrangements or understandings between Mr. Steck and any other person pursuant to which Mr. Steck was elected to serve as director, and there are no transactions with Mr. Steck that would be reportable under Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

On April 15, 2019, the Company issued a press release relating to the events described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit

    Number    

  

Description

99.1    Press Release dated April 15, 2019.


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.

 

April 18, 2019     PENN VIRGINIA CORPORATION
    By:  

/s/ Steven A. Hartman

      Steven A. Hartman
      Senior Vice President, Chief Financial Officer and Treasurer