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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): November 13, 2009 (November 10, 2009)
Commission File No. 001-08968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
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Incorporated in the
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Employer Identification |
State of Delaware
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No. 76-0146568 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02(b), (e) Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On November 11, 2009, Messrs. Larry G. Barcus and John W. Poduska, Sr. announced their
retirement from the Board of Directors (the Board) of Anadarko Petroleum Corporation (the
Company), effective November 12, 2009. Messrs. Barcuss and Poduskas retirements are a result of
each of them reaching the Companys mandatory retirement age for directors as provided in the
Companys Corporate Governance Guidelines and not as a result of any disagreement with the Company.
Mr. Barcus served as Chairperson of the Boards Nominating and Governance Committee and also
served as a member of the Boards Audit and Executive Committees. Mr. Poduska served as the
Chairperson of the Boards Compensation and Benefits Committee (the Compensation Committee), and
also served on the Boards Nominating and Corporate Governance and Executive Committees. Mr. Peter
J. Fluor was named to replace Mr. Poduska as Chairperson of the Compensation Committee, and Mr.
Preston M. Geren III was named to replace Mr. Barcus as Chairperson of the Nominating and
Governance Committee. As a result of their appointments as committee chairpersons, Messrs. Fluor
and Geren will also serve on the Boards Executive Committee.
(e) As part of its annual review of executive compensation, on November 10, 2009, the
Compensation Committee approved certain changes to the compensation arrangements of its named
executive officers.
As part of his compensation package, the Compensation Committee awarded to Mr. R.A. Walker,
the Companys Chief Operating Officer, an equity-based compensation grant under the Companys 2008
Omnibus Incentive Compensation Plan (the Omnibus Plan) with a target value of $5,700,000, with
such value split one-third each in stock options (72,700), restricted stock units (32,900), and
performance units (32,700). The stock options have a seven-year term, vest pro-rata over three
years beginning on the first anniversary of November 10, 2009 (the grant date), and have an
exercise price of $65.44 (which represents the closing price of a share of Anadarko common stock on
the grant date). The award recognizes Mr. Walkers contributions since his appointment as Chief
Operating Officer in March 2009, given that no changes were made to Mr. Walkers compensation at
the time of his appointment. The restricted stock units vest pro-rata over three years beginning
on the first anniversary of the grant date. The performance units, if earned, are to be paid in
cash based on the companys relative total stockholder return (TSR) performance against a peer
group selected by the Compensation Committee (which is set forth on page 26 of the Companys Proxy
Statement as filed with the U.S. Securities and Exchange Commission (the Commission) on March 27,
2009), with 50% of the award tied to a two-year performance period (which commences on January 1,
2010 and ends on December 31, 2011), and 50% tied to a three-year performance period (which begins
on January 1, 2010 and ends on December 31, 2012). The other terms of such awards are as set forth
in the forms of award agreement, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current
Report on Form 8-K.
As part of his compensation package, the Compensation Committee also awarded to Charles A.
Meloy, the Companys Senior Vice President of Worldwide Operations, an equity-based compensation
grant under the Omnibus Plan with a target value of $5,000,250, with such value split approximately
50% in restricted stock units (43,300), 33% in performance units (28,400), and 17% in stock options
(32,500). The restricted stock units will vest 10% on the first anniversary of the
grant date, 10% on the second anniversary of the grant date, and 80% on the third anniversary
of the grant date. This award was structured to provide additional retention and to recognize
exceptional operational and production achievements for 2009. The performance units, if earned,
are to be paid in cash based on the companys relative total stockholder return (TSR) performance
against the peer group referenced above, with 50% of the award tied to a two-year performance
period (which commences on January 1, 2010 and ends on December 31, 2011), and 50% tied to a
three-year performance period (which begins on January 1, 2010 and ends on December 31, 2012). The
stock options have a seven-year term, vest pro-rata over three years beginning on the first
anniversary of the grant date, and have an exercise price of $65.44 (which represents the closing
price of a share of Anadarko common stock on the grant date). The other terms of such awards are
as set forth in the forms of award agreement, which are attached as Exhibits 10.1, 10.2 and 10.3 to
this Current Report on Form 8-K.
James T. Hackett Amended and Restated Employment Agreement
On November 11, 2009, the Board, upon recommendation by the Compensation Committee, approved
an Amended and Restated Employment Agreement (the 2009 Agreement) between the Company and James
T. Hackett, the Companys Chairman, President and Chief Executive Officer. The 2009 Agreement
replaces in its entirety Mr. Hacketts previous Employment Agreement, dated December 11, 2006 (the
2006 Agreement), as amended by the First Amendment to the 2006 Employment Agreement, effective as
of December 31, 2008 (the First Amendment to the 2006 Agreement). The primary purpose of this
amendment is to ensure that performance-based compensation elements (annual bonus and performance
units) related to certain termination events comply with Section 162(m) of the Internal Revenue
Code of 1986, as amended (the Code), including the 2008 Revenue Ruling that impacts compensation
tied to performance periods beginning January 1, 2010. The amendment is intended to comply with
this Revenue Ruling and preserve meaningful cost savings for the Company. The 2009 Agreement (1)
incorporates the First Amendment to the 2006 Agreement that was made to ensure compliance of the
2006 Agreement with Section 409A of the Code; (2) amends certain provisions regarding the timing of
certain performance-based compensation elements to ensure such provisions continue to comply with
the applicable Code Section 162(m) rules and regulations regarding deductibility of executive
compensation in excess of $1 million; and (3) amends the non-solicitation provision of the 2006
Agreement to eliminate the applicability of such provision if (i) Mr. Hackett becomes entitled to
the Change of Control Benefits (as defined in the 2009 Agreement) (x) because Mr. Hacketts
employment is terminated by expiration of the term of the 2009 Agreement during a Change of Control
Period (as defined in the 2009 Agreement) by reason of notice from the Company of such termination,
or (y) upon certain terminations in a Change of Control Period or In Anticipation of a Change of
Control (as defined in the 2009 Agreement), or (ii) Mr. Hacketts employment with the Company is
terminated for any reason after December 3, 2010.
The above description is not a full summary of all of the terms and conditions of the 2009
Agreement and is qualified in its entirety by the full text of the agreement, which is attached as
Exhibit 10.4 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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10.1
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Form of Restricted Stock Unit Award Agreement. |
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10.2
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Form of Performance Unit Award Agreement. |
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10.3
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Form of Stock Option Award Agreement. |
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10.4
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Amended and Restated Employment Agreement between James T.
Hackett and the Company, dated November 11, 2009. |
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 thereunto duly authorized officer.
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ANADARKO PETROLEUM CORPORATION
(Registrant)
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November 13, 2009 |
By: |
/s/ Robert K. Reeves
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Robert K. Reeves |
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Senior Vice President, General Counsel and Chief
Administrative Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Form of Restricted Stock Unit Award Agreement. |
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10.2
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Form of Performance Unit Award Agreement. |
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10.3
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Form of Stock Option Award Agreement. |
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10.4
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Amended and Restated Employment Agreement between James T.
Hackett and the Company, dated November 11, 2009. |