8-K 1 d259797d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 17, 2011




(Exact name of registrant as specified in its charter)




Texas   001-32743   74-1492779

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


12377 Merit Drive

Suite 1700, LB 82

Dallas, Texas

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 368-2084

(Former name or former address, if changed since last report): Not applicable



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))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In conjunction with its annual review of 2011 year-end employee bonuses and officer salaries for 2012, on November 17, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of EXCO Resources, Inc. (the “Company”) took the following actions with regard to the compensation of the Company’s “named executive officers” (the executive officers of the Company for whom disclosure was required in the Company’s proxy statement for its 2011 Annual Meeting of Shareholders):

1. Other than with respect to Mark E. Wilson, the Committee determined not to increase the base salaries of the named executive officers for 2012 compared to 2011. Mr. Wilson’s annual base salary will increase from $350,000 to $385,000 effective January 1, 2012.

2. The Committee approved the payment of cash bonuses to the named executive officers based on the Committee’s assessment of 2011 performance as follows:


Named Executive Officer

   Amount of 2011  Cash

Douglas H. Miller

   $ 500,000   

Stephen F. Smith

   $ 375,000   

Harold L. Hickey

   $ 237,500   

William L. Boeing

   $ 250,000   

Mark E. Wilson

   $ 175,000   

3. The Committee approved awards of restricted stock under the Company’s 2005 Long-Term Incentive Plan to the named executive officers as follows:


Named Executive Officer

   Number  of
Shares Awarded

Douglas H. Miller


Stephen F. Smith


Harold L. Hickey


William L. Boeing


Mark E. Wilson


The restricted stock awards will vest as follows: (i) 60% of the shares awarded will vest on the third anniversary of the grant date, (ii) 20% of the shares will vest on the fourth anniversary of the grant date, and (iii) the remaining 20% of the shares will vest on the fifth anniversary of the grant date. The vesting of the restricted stock accelerates immediately upon a “change of control” as defined in the 2005 Long-Term Incentive Plan or upon the death or permanent disability of the named executive officer.


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.


Date: November 23, 2011     EXCO RESOURCES, INC.
    By:   /s/ J. DOUGLAS RAMSEY        
      J. Douglas Ramsey, Ph.D.
      Vice President – Finance