UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 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 23, 2008
Storm Cat Energy
Corporation
(Exact
Name of Registrant as Specified in Charter)
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British Columbia,
Canada
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001-32628
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06-1762942
|
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1125 17th Street, Suite
2310, Denver, Colorado 80202
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (303) 991-5070
N/A
(Former
Name or Former Address, 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. 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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
April 23, 2008, the Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Storm Cat Energy Corporation (“Storm Cat” or the
“Company”), adopted and approved the Storm Cat Energy Corporation Annual
Incentive Plan (the “Incentive Plan”) for 2008. The Compensation
Committee, with the advice of management, will determine which employees may be
participants (a “Participant”) in the Incentive Plan. To be eligible
to receive an award under the Incentive Plan, a Participant must be employed by
the Company on the date any payments are made.
Under
the terms of and subject to the conditions of the Incentive Plan, each
Participant will be awarded annual incentive awards that will be determined on
the basis of the Company’s growth in three performance categories: (i) net asset
value, (ii) production and (iii) EBITDA. Each of the performance
categories has been weighted accordingly and performance targets have been
established in order to payout awards at a minimum threshold level, a target
level and a maximum outstanding level. If the Company fails to
achieve the minimum threshold level of performance for a measure, then no payout
for that measure will be made. Achievement at the threshold level
will generally payout 25% of the target award opportunity and achievement at the
target and outstanding levels will generally payout at 100% and 200%,
respectively, of the target award opportunity. Any payout will be
subject to the discretion of the Compensation Committee to consider other
subjective factors it deems appropriate and awards may be adjusted, up or down,
subject to the Company’s overall success and each Participant’s individual
merit.
Awards will be paid in the first quarter of 2009
upon completion of the annual financial statements for 2008 and the year-end
reserve report. The Compensation Committee has, pursuant to the
Incentive Plan, established target awards, expressed as a percentage of annual
base salary, for each Participant. Such target awards will be
communicated in writing to each Participant. The granting of any and
all awards under the Incentive Plan is at the complete and sole discretion of
the Board of Directors of the Company and/or the Compensation
Committee. The Incentive Plan may be terminated at any time by the
Board of Directors and/or the Compensation Committee without prior notice to any
Participant.
The
foregoing is qualified in its entirety by reference to the Incentive Plan, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Storm Cat Energy Annual Incentive Plan dated April 23, 2008 |
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.
| STORM CAT ENERGY CORPORATION | |||
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Date: April 29,
2008
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By:
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/s/ Paul Wiesner | |
| Paul Wiesner | |||
| Chief Financial Officer | |||
Exhibit Index
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Exhibit
No.
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Description
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10.1
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Storm
Cat Energy Annual Incentive Plan dated April 23,
2008.
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