UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2022 (March 8, 2022)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation or organization) | File Number) | Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303 ) 860-5800
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:
Securities registered pursuant to Section 12(b) of the Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K of PDC Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 11, 2022 (the “Original Form 8-K”), which reported that Doug Griggs, the Company’s Chief Accounting Officer (“CAO”), planned to depart the Company in November 2022 and that upon Mr. Griggs’ departure, Troy Welling, the Company’s Controller, was expected to assume Mr. Griggs’ duties and responsibilities and be appointed CAO. This Form 8-K/A is being filed solely to provide information called for in Item 5.02(b) and 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Original Form 8-K, Mr. Griggs departed from the Company on November 10, 2022.
In connection with his promotion to CAO, Mr. Welling will become a participant in the Company’s Vice President Change of Control and Severance Plan and will receive the following compensation: (i) $280,000 annual base salary, (ii) short term incentive bonus target of 45% of annual base salary, (iii) long term incentive target of 85% of annual base salary, and (iv) other benefits consistent with those provided to other vice presidents within the Company.
SIGNATURE
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 14, 2022
| PDC ENERGY, INC. | |||||
| By: | /s/ Nicole Martinet | ||||
| Nicole Martinet | |||||
| General Counsel, Senior Vice President and Corporate Secretary | |||||