Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Appointment of New Director
Effective as of January 25, 2022, the Board of Directors (the "Board") of Riley
Exploration Permian, Inc. (the "Company"), increased the size of the Board from
5 to 6 members and appointed Rebecca L. Bayless as an independent member to fill
the newly-created directorship. Ms. Bayless will have an initial term expiring
at the Company's 2022 Annual Meeting of Stockholders, at which time she will
stand for election by the Company's stockholders. Ms. Bayless has also been
appointed to serve as the Chairperson of the Nominating and Corporate Governance
Committee and as a member of the Audit Committee and Compensation Committee.
The Board has determined that Ms. Bayless is an "independent director" as such
term is defined under the NYSE American Company Guide.
Ms. Bayless was not appointed to the Board pursuant to any arrangement or
understanding with any other person, and there are no current or proposed
transactions between the Company and Ms. Bayless or her immediate family members
which would require disclosure under Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
Ms. Bayless entered into an independent director agreement with the Company on
January 25, 2022. Pursuant to the independent director agreement, Ms. Bayless
will receive (i) an annual cash retainer of $75,000, payable quarterly in
arrears, (ii) an additional cash payment of $10,000 for serving as the
Chairperson of the Nominating and Corporate Governance Committee, and (iii)
$125,000 paid in restricted stock based on the closing price of the Company's
common stock on the day immediately prior to the effective date of her
independent director agreement. The restricted stocked was granted pursuant to a
restricted stock award agreement under the Company's 2021 Long Term Incentive
Plan that will vest on the one-year anniversary of the grant date, subject to
continued service through the vesting date.
Ms. Bayless also entered into an indemnification agreement with the Company on
January 25, 2022. This agreement will require the Company to indemnify Ms.
Bayless to the fullest extent permitted under Delaware law against liability
that may arise by reason of her service as a director of the Company, and to
advance expenses incurred as a result of any proceeding against her as to which
she could be indemnified.
The foregoing description of the indemnification agreement for Ms. Bayless
contained herein does not purport to be complete and is qualified in its
entirety by reference thereto, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Employment Agreement with Executive Officer
Ms. Amber Bonney was appointed Chief Accounting Officer of the Company effective
August 31, 2021. Effective January 25, 2022, the Company and Ms. Bonney entered
into an employment agreement with an initial term of two years, with automatic
renewals thereafter. The employment agreement sets forth the material terms and
conditions of her employment, including base salary, target annual cash bonus
opportunity, target annual equity award opportunity, standard employee benefit
plan participation, severance and change in control benefits. Additionally, Ms.
Bonney's employment agreement also includes certain restrictive covenants that
generally prohibit her from (i) competing against the Company, (ii) disclosing
information that is confidential to the Company and its subsidiaries and (iii)
from soliciting or hiring the Company's employees and those of its subsidiaries
or soliciting the Company's customers. Ms. Bonney's employment agreement may be
assigned to an affiliate of the Company.
The foregoing description of the employment agreement for Ms. Bonney contained
herein does not purport to be complete and is qualified in its entirety by
reference thereto, which is attached hereto as Exhibit 10.2 and incorporated
herein by reference.
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Item 7.01 - Regulation FD Disclosure
On January 25, 2022, the Company issued a press release announcing the
appointment of Ms. Bayless as director and scheduling the Company's earnings
call to discuss financial results for the fiscal quarter ended December 31,
2021. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
The information in this Item 7.01 and in Exhibit 99.1 attached hereto is
intended to be 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 the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Form of Indemnification Agreement (incorporated by reference from Exhibit
10.14 to the Registrant's Registration Statement on Form S-4/A, as filed with
the Securities and Exchange Commission on January 21, 2021, Registration No.
333-250019)
10.2 * Employment Agreement dated January 25, 2022 by and between Riley Exploration
Permian, Inc. and Amber Bonney
99.1 * Press Release dated January 27, 2022
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
* Filed herewith.
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