e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
April 25, 2008 (April 21, 2008)
APPROACH RESOURCES INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33801
|
|
51-0424817 |
(State or other jurisdiction of incorporation
|
|
(Commission file number)
|
|
(I.R.S. employer identification number) |
or organization) |
|
|
|
|
|
|
|
One Ridgmar Centre |
|
|
6500 W. Freeway, Suite 800 |
|
|
Fort Worth, Texas
|
|
76116 |
(Address of principal executive office)
|
|
(Zip code) |
(817) 989-9000
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
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.):
|
|
|
o |
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 1.01 |
|
Entry into a Material Definitive Agreement |
Compensation Matters
On April 21, 2008, the Board of Directors (the Board) of Approach Resources Inc.
(the Company) ratified a performance-based incentive award program for executive officers in 2008
(the 2008 Incentive Program). The 2008 Incentive Program was approved by the Compensation and
Nominating Committee of the Board (the Committee) on April 18, 2008 and will be described in the
Companys proxy statement for its 2008 annual meeting of stockholders to be filed with the
Securities and Exchange Commission on or before April 29, 2008.
Awards under the 2008 Incentive Program (Annual Incentive Awards) are made pursuant to the
Companys 2007 Stock Incentive Plan (the 2007 Plan). Annual Incentive Awards are determined as a
percentage of an executive officers annual base salary and paid to the executive officer upon the
achievement of Company-wide performance targets in four categories, plus one individual performance
category.
The Committee established a minimum, or threshold, and maximum, or excellent, performance
target for each performance category. The Company is required to reach the threshold target in a
performance category before a participant receives any credit for such category in the calculation
of his or her Annual Incentive Award. If the Company exceeds the threshold level for a performance
category, the amount of the Annual Incentive Award attributable to that category is capped at the
excellent level. If the Companys performance falls between the threshold and maximum level, then
the amount of the Annual Incentive Award attributable to that category is calculated on a pro-rata
basis between the threshold and maximum levels, commensurate with the level of performance
achieved.
The five performance categories established with respect to the Annual Incentive Awards for
2008 are shown in the table below, together with the target levels of achievement with respect to
each category (except individual performance) and the relative weight assigned to each category.
Four of the performance categories are Company-wide performance measures and the fifth category
(individual performance) is personal to each executive and discretionary for the Committee. The
individual performance category allows the Committee to consider individual performance such as
successful supervision of significant Company projects, cost reductions, overall safety or
environmental record, demonstrated departmental leadership and other contributions to the Company.
|
|
|
|
|
|
|
|
|
2008 Performance Targets |
Performance Category |
|
Weight |
|
Threshold |
|
Excellent |
|
|
|
|
|
|
|
Production growth |
|
25% |
|
10% |
|
20% |
Reserve volume growth |
|
25% |
|
10% |
|
20% |
Net asset value per share growth |
|
20% |
|
15% |
|
25% |
EBITDAX per share growth |
|
20% |
|
20% |
|
30% |
Individual performance |
|
10% |
|
|
|
|
|
|
|
|
|
|
|
|
|
100% |
|
|
|
|
In addition to selecting the performance categories discussed above, the Committee approved
the Annual Incentive Award targets (expressed as a percentage of annual salary) for each of the
Companys named executive officers, as set forth in the table below. For 2008, the Annual
Incentive Award amount payable to each named executive officer will be based upon the Companys
performance in each of the four company-wide performance categories and the officers individual
performance category. The annual
incentive payout percentage will be the sum of the percentage performance targets calculated
for each performance category. The actual performance payout amounts for each category are
graduated between each performance target in accordance with a predetermined formula that measures
performance on a linear, pro-rata basis between the threshold and excellent levels.
|
|
|
|
|
|
|
Annual Incentive Award |
|
|
Percent of Annual Salary |
|
|
Threshold |
|
Excellent |
|
|
|
|
|
President and CEO |
|
50% |
|
150% |
Executive Vice Presidents |
|
50% |
|
100% |
Senior Vice Presidents |
|
35% |
|
75% |
The Committee cannot increase payout amounts under the 2008 Incentive Program. The Committee
can, however, in its reasonable discretion, reduce the payout amounts under the program after
taking into account special or unusual factors that may have contributed to the achievement of
target performance measures such as acquisitions, commodity prices or other such factors deemed
appropriate by the Committee.
The foregoing description of Annual Incentive Awards granted pursuant to the 2007 Plan is
qualified in its entirety by reference to the complete text of the 2007 Plan, which is filed as
Exhibit 10.6 to the Companys registration statement on Form S-1 filed July 12, 2007.
SIGNATURES
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.
|
|
|
|
|
|
APPROACH RESOURCES INC.
|
|
|
By: |
/s/ J. Curtis Henderson
|
|
|
|
J. Curtis Henderson |
|
|
|
Executive Vice President and General
Counsel |
|
|
Date: April 25, 2008