ITEM 7.01 Regulation FD Disclosure.
As previously reported, in connection with the acquisition of Felix Investments
Holdings II, LLC (the "Acquisition"), WPX Energy, Inc. (the "Company") and the
members of its Board of Directors were named as defendants in a putative class
action filed in the Delaware Court of Chancery (the "Court"), captioned Hudson
v. Muncrief, et al., C.A. No. 2020-0095-JRS. On March 3, 2020, the Court
approved the dismissal of the Hudson action as moot following the Company's
filing of certain supplemental disclosures concerning the Acquisition on a Form
8-K filed with the SEC on February 28, 2020. The Court retained jurisdiction to
consider any application for attorneys' fees and expenses submitted by the
Hudson action plaintiff or her counsel (the "Fee Request").
On September 28, 2020, the Court granted a Stipulation and Order Regarding
Mootness Fee Request, Notice, and Dismissal (the "Order") in the Hudson Action
to resolve the Fee Request. The Order requires that the Company give notice of
the Order to its stockholders by filing a copy of the Order as an exhibit to
this Current Report on Form 8-K. The Order is filed herewith as Exhibit 99.1
hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filings.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Stipulation and Order Regarding Mootness Fee Request, Notice, and
Dismissal dated September 28, 2020
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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