Document
false0001658566 0001658566 2019-10-17 2019-10-17


 
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): October 17, 2019
___________________
Centennial Resource Development, Inc.
(Exact name of registrant as specified in its charter)
___________________
Delaware
 
001-37697
 
47-5381253
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer Identification No.)

1001 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(720) 499-1400
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
___________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
 
CDEV
 
The NASDAQ Stock Market LLC
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))
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.
 





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 17, 2019, the Board of Directors (the “Board”) of Centennial Resource Development, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Steven J. Shapiro to the Board and the Board’s Audit and Compensation Committees. The Board has determined that Mr. Shapiro satisfies the definition of “independent director” under the NASDAQ listing standards. Mr. Shapiro has been designated as a Class I director and will therefore serve until the 2020 annual meeting of the Company’s stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. 
There are no arrangements or understandings between Mr. Shapiro and any other person pursuant to which he was elected as a director.  Further, there are no transactions between Mr. Shapiro or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission (the “SEC”). 
Mr. Shapiro will be paid compensation in the same manner as the Company’s other non-employee directors.  Information concerning the current cash and equity compensation of the Company’s non-employee directors is set forth in the Company’s Non-Employee Director Compensation Program, which was included as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2019.
Item 7.01. Regulation FD Disclosure.
On October 17, 2019, the Company issued a press release announcing the appointment of Mr. Shapiro to the Board. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.






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.
 
CENTENNIAL RESOURCE DEVELOPMENT, INC.
 
 
 
 
By:
/s/ GEORGE S. GLYPHIS
 
 
George S. Glyphis
Vice President, Chief Financial Officer and Assistant Secretary
 
 
 
 
Date:
October 17, 2019



Exhibit


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Centennial Resource Development Appoints Steven J. Shapiro to its Board of Directors
DENVER, October 17, 2019 (GLOBE NEWSWIRE) - Centennial Resource Development, Inc. (“Centennial” or the “Company”) (NASDAQ: CDEV) today announced that Steven J. Shapiro has been appointed to its Board of Directors, effective immediately. Mr. Shapiro will serve as a member of the Audit and Compensation Committees.
“We are pleased to welcome Steve to our Board of Directors,” said Mark G. Papa, Chairman and Chief Executive Officer. “His extensive background in the oil and gas industry, senior leadership experience and strong financial expertise will be a valuable asset to Centennial and our shareholders.”
Mr. Shapiro has more than forty years of financial and operational experience within the energy industry. Mr. Shapiro is currently a Senior Advisor to Outfitter Energy Capital and serves on the Advisory Board for Pickering Energy Partners LP. From 2000 to 2006, Mr. Shapiro held various leadership positions at Burlington Resources Inc., including Chief Financial Officer and a member of the Board of Directors. Previously, Mr. Shapiro served as Chief Financial Officer and a member of the Board of Directors at Vastar Resources, Inc. Prior to that, he spent sixteen years with Atlantic Richfield Company (ARCO). Mr. Shapiro is currently a Director of Elk Meadows Resources, LLC and previously served on the Board of Directors of El Paso Corporation, Barrick Gold Corporation and Asia Resource Minerals PLC. Mr. Shapiro holds an undergraduate degree in Industrial Economics from Union College and a Master’s degree in Business Administration from Harvard University.
About Centennial Resource Development, Inc.
Centennial Resource Development, Inc. is an independent oil and natural gas company focused on the development of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin. The Company’s assets and operations, which are held and conducted through Centennial Resource Production, LLC, are concentrated exclusively in the Delaware Basin, a sub-basin of the Permian Basin. For additional information about the Company, please visit www.cdevinc.com.
Contact:
Hays Mabry
Director, Investor Relations
(832) 240-3265
ir@cdevinc.com
SOURCE Centennial Resource Development, Inc.