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): May 16, 2012
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
| Texas | 000-29187-87 | 76-0415919 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 500 Dallas Street Suite 2300 Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (713) 328-1000
Not applicable
(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:
| ¨ | 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. |
(e)
Carrizo Oil & Gas, Inc. (the “Company”) held its annual meeting of shareholders on Wednesday, May 16, 2012, at 9:00 a.m., Central Daylight Time, in Houston, Texas. At the annual meeting, the shareholders approved an amendment to the Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated effective April 30, 2009 (the “Incentive Plan”), which:
| • | authorized 2,850,000 additional shares for issuance pursuant to the Incentive Plan; and |
| • | reaffirmed the material terms of the performance-based goals under the Incentive Plan as contemplated by Internal Revenue Code Section 162(m). |
The foregoing description of the amendment of the Incentive Plan is not complete and is qualified by reference to the complete document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
(f)
2011 Annual Bonus
On May 18, 2012, the Compensation Committee of the Board of Directors of the Company approved the 2011 annual bonuses for Messrs. Johnson, Fisher, Boling, Evans and Pitts in the respective amounts set forth below. The Compensation Committee reviewed bonus information for comparable executive positions at the companies in the Company’s industry peer group provided by the Compensation Committee’s consultant AG Ferguson and aimed for bonuses for the Company’s executives to be within a general range of the median for the Company’s industry peer group based on the Compensation Committee’s assessment of how the Company performed relative to its peers. The Compensation Committee also considered the other factors described in the Company’s proxy statement for the 2012 annual meeting of shareholders (the “Proxy Statement”) under “Compensation Discussion and Analysis—The Executive Compensation Process—Compensation Program Design” and “Compensation Discussion and Analysis—Executive Compensation Components—Base Salary” and “Annual Bonus.” The employment agreement of each named executive officer contemplates annual bonus awards in an amount comparable to the annual bonus awards of other named executive officers, taking into account the individual’s position and responsibilities. The Compensation Committee ultimately made a decision regarding the bonuses of the named executive officers in its discretion. On May 18, 2012, with respect to 2011, each of Messrs. Johnson, Fisher, Boling, Evans and Pitts was awarded a bonus equal to 100%, 90%, 90%, 80% and 80%, respectively, of his annual base pay as of such date. Each bonus was comprised 75% of cash and 25% of short-term performance-based restricted stock units.
2
Since the 2011 bonus payments had not been determined as of the date of the Proxy Statement, the Summary Compensation Table set forth in the Proxy Statement has been updated to reflect the payment of the 2011 bonuses as set forth below.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards(1) ($) |
Option Awards (1) ($) |
All
Other Compensation(3) ($) |
Total ($) | |||||||||||||||||||||
| S. P. Johnson IV |
2011 | 492,000 | 386,000 | (2) | 2,073,038 | 640,021 | 17,189 | 3,608,248 | ||||||||||||||||||||
| President and Chief Executive Officer |
2010 | 448,000 | 322,000 | (2) | 163,324 | 1,988,882 | 26,722 | 2,948,928 | ||||||||||||||||||||
| 2009 | 432,000 | 259,200 | (2) | 88,302 | 1,631,543 | 23,054 | 2,434,099 | |||||||||||||||||||||
| J. Bradley Fisher |
2011 | 352,000 | 254,000 | (2) | 1,280,035 | 394,924 | 29,672 | 2,310,361 | ||||||||||||||||||||
| Vice President and Chief Operating |
2010 | 312,000 | 202,000 | (2) | 1,021,591 | 404,835 | 28,600 | 1,969,026 | ||||||||||||||||||||
| Officer |
2009 | 300,000 | 189,000 | (2) | 836,747 | 290,151 | 29,739 | 1,645,637 | ||||||||||||||||||||
| Paul F. Boling |
2011 | 293,000 | 209,000 | (2) | 888,282 | 269,655 | 15,498 | 1,675,435 | ||||||||||||||||||||
| Chief Financial Officer, Vice |
2010 | 256,000 | 170,000 | (2) | 713,126 | 280,892 | 15,997 | 1,436,015 | ||||||||||||||||||||
| President, Secretary and Treasurer |
2009 | 237,000 | 141,015 | (2) | 724,556 | 256,377 | 13,538 | 1,372,486 | ||||||||||||||||||||
| Gregory E. Evans |
2011 | 271,000 | 174,000 | (2) | 665,737 | 200,719 | 18,238 | 1,329,694 | ||||||||||||||||||||
| Vice President of Exploration |
2010 | 240,000 | 137,000 | (2) | 481,119 | 185,792 | 18,009 | 1,061,920 | ||||||||||||||||||||
| 2009 | 234,000 | 114,660 | (2) | 451,716 | 155,590 | 14,160 | 970,126 | |||||||||||||||||||||
| David L. Pitts |
2011 | 268,000 | 174,000 | (2) | 660,000 | 198,480 | 15,438 | 1,315,918 | ||||||||||||||||||||
| Vice President and Chief Accounting Officer |
||||||||||||||||||||||||||||
| (1) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 9 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011. See “Grants of Plan-Based Awards Table” for information on stock and option awards that we granted in 2011. |
| (2) | The amounts shown for 2011, 2010 and 2009 include cash amounts earned with respect to 2011, 2010 and 2009 but paid in the second quarter of 2012, the third quarter of 2011 and the third quarter of 2010, respectively. |
| (3) | The amounts shown as “All Other Compensation” for the named executive officers include the following: |
3
| Year | Mr. Johnson | Mr. Fisher | Mr. Boling | Mr. Evans | Mr. Pitts | |||||||||||||||||||
| Matching contributions under the 401(k) Plan |
2011 | $ | 12,250 | $ | 12,250 | $ | 12,250 | $ | 12,250 | $ | 12,250 | |||||||||||||
| 2010 | $ | 21,783 | $ | 15,479 | $ | 12,813 | $ | 12,021 | — | |||||||||||||||
| 2009 | 21,600 | 15,000 | 11,850 | 11,700 | — | |||||||||||||||||||
| Life insurance premium |
2011 | 4,939 | 2,458 | 3,248 | 5,988 | 3,188 | ||||||||||||||||||
| 2010 | 4,939 | 2,458 | 3,184 | 5,988 | — | |||||||||||||||||||
| 2009 | 1,454 | 853 | 1,688 | 2,460 | — | |||||||||||||||||||
| Overriding royalties |
2011 | — | 14,964 | — | — | — | ||||||||||||||||||
| 2010 | — | 10,663 | — | — | — | |||||||||||||||||||
| 2009 | — | 13,886 | — | — | — | |||||||||||||||||||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on Wednesday, May 16, 2012, at 9:00 a.m., Central Daylight Time, in Houston, Texas. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as set forth below.
The following nominees for directors were elected to serve one-year terms:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| S.P. Johnson IV |
26,088,927 | 7,431,722 | 3,690,899 | |||||||||
| Steven A. Webster |
18,367,569 | 15,153,080 | 3,690,899 | |||||||||
| Thomas L. Carter, Jr. |
25,877,639 | 7,643,010 | 3,690,899 | |||||||||
| F. Gardner Parker |
28,003,754 | 5,516,895 | 3,690,899 | |||||||||
| Roger A. Ramsey |
31,339,390 | 2,181,259 | 3,690,899 | |||||||||
| Frank A. Wojtek |
20,577,570 | 12,943,079 | 3,690,899 | |||||||||
The shareholders approved (by a majority of 75.1%), on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
| For |
Against | Abstain | Broker Non-Votes | |||
| 25,128,794 |
8,362,849 | 29,006 | 3,690,899 |
4
The shareholders approved (i) an amendment to the Incentive Plan, which authorizes 2,850,000 additional shares for issuance and (ii) reaffirmation of the material terms of the performance goals under the Incentive Plan as contemplated by Internal Revenue Code Section 162(m):
| For |
Against | Abstain | Broker Non-Votes | |||
| 28,260,803 |
5,233,138 | 26,708 | 3,690,899 |
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:
| For |
Against | Abstain | Broker Non-Votes | |||
| 37,158,549 |
36,637 | 16,352 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |||||
| 10.1 | First Amendment dated May 16, 2012 to Amended and Restated Incentive Plan of Carrizo Oil & Gas, Inc. | |||||
5
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.
| CARRIZO OIL & GAS, INC. | ||
| By: | /s/ Paul F. Boling | |
| Name: | Paul F. Boling | |
| Title: | Vice President and Chief Financial Officer | |
Date: May 22, 2012