Business Context and Reporting Period
This Form 8-K Current Report was filed by Midstates Petroleum Company, Inc. on April 2, 2013, covering events occurring on April 1, 2013. The filing addresses corporate governance changes, specifically the election of a new director and the resignation of a former director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters.
Material Changes
- Director Election: Dr. Peter J. Hill was elected to the Board of Directors, effective April 1, 2013. He serves as a Class I director and will stand for reelection at the 2013 annual meeting.
- Director Resignation: Alex T. Krueger resigned from the Board, effective upon the appointment of Dr. Hill. Mr. Krueger notified the company on March 19, 2013, that he would not stand for reelection.
- Committee Assignments: Dr. Hill will serve as Chairman of the Compensation Committee and as a member of the Audit Committee. The Board determined he is an independent director.
Compensation and Arrangements
In connection with his election, Dr. Hill received the following compensation:
- An initial equity award of 16,000 shares of restricted stock.
- An annual equity award beginning in 2014 with a value of approximately $125,000 in restricted stock.
- Restricted stock vests one year following the grant date.
- Dr. Hill will receive an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law.
Outlook and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary on operations, or specific risks beyond standard governance disclosures.
Investor Verification Checklist
- Verify the independence status of Dr. Peter J. Hill under NYSE Listed Company Manual Sections 303A.02 and 303A.07.
- Confirm the vesting schedule and grant date for the 16,000 shares of restricted stock awarded to Dr. Hill.
- Review the Company's Long Term Incentive Plan to understand the terms of the annual equity awards.
- Check subsequent filings for the outcome of the 2013 annual meeting of stockholders regarding Dr. Hill's reelection.