Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2020, director Mark S. Berg notified the Board of Directors (the
"Board") of HighPoint Resources Corporation (the "Company") of his intention to
resign from the Board effective immediately. Mr. Berg's resignation was not the
result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
On June 5, 2020, the Board appointed Andrew C. Kidd to serve as an independent
director of the Company, effective immediately. Mr. Kidd has been appointed to
serve on the Compensation Committee and as Chair of the Reserves and EHS
Committee.
Mr. Kidd currently serves as a consultant to institutional investors in the
energy industry. Mr. Kidd previously served on the Company's Board from March
2018 through April 2020. Mr. Kidd has served on the boards of Sheridan
Production Partners I, LLC and its affiliated entities ("Sheridan") as an
Independent Director since February 2019. Sheridan is a private oil and gas
company based in Houston, Texas. Mr. Kidd has served on the Board of High Mesa,
Inc., a private oil and gas company with assets in Florida and Oklahoma, since
November 2019. Mr. Kidd served as Senior Vice President and General Counsel at
Ultra Petroleum from November 2018 until March 2019. From May 2017 to November
2018, Mr. Kidd served as an Independent Manager for GenOn Americas Generation,
Inc. in connection with the GenOn bankruptcy. Mr. Kidd served as the Chief
Executive Officer, President and General Counsel of Samson Investment Company
and Samson Resources Corporation from February 2016 through March 2017, and
served on the Company's Executive Team as Senior Vice President and General
Counsel from September 2013 through January 2016.
Mr. Kidd began his law career as an associate at DLA Piper in Baltimore,
Maryland. Mr. Kidd received his Bachelor of Arts degree from Dartmouth College
and his Juris Doctorate degree, with honors, from the University of Maryland
School of Law, where he was an editor of the University of Maryland Law Review.
Mr. Kidd will participate in the Company's standard non-employee director
compensation arrangements pursuant to which non-employee directors receive an
annual cash retainer of $65,000 and an annual restricted stock unit grant with
an estimated value of $125,000. In addition, Mr. Kidd will enter into the
Company's standard indemnification agreement, a form of which was included as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2018 filed with the Securities and Exchange Commission on May 8, 2018.
Mr. Kidd was appointed as a director pursuant to the terms of the Stockholders
Agreement dated as of March 19, 2018, as amended, by and among the Company,
Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P. Mr. Kidd has
no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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