lpi-20200813
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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): August 19, 2020 (August 13, 2020)

LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
Delaware001-3538045-3007926
(State or other jurisdiction of 
incorporation or organization)
(Commission File Number)(I.R.S. Employer Identification No.)
15 W. Sixth Street Suite 900 
TulsaOklahoma74119
(Address of principal executive offices)(Zip code)
 Registrant’s telephone number, including area code: (918) 513-4570

 Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par valueLPINew York Stock Exchange

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. o



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

Effective August 13, 2020, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company" or "Laredo") appointed Lisa M. Lambert as a member of the Board. Ms. Lambert will serve as a Class II director with a term expiring in May 2021. She was appointed to serve on the Board's audit and nominating and corporate governance committees. The Board determined that Ms. Lambert is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), rules and regulations promulgated by the Securities and Exchange Commission thereunder, and listing standards of the New York Stock Exchange (the "NYSE rules"). The Board has also determined that she is financially literate within the meaning of the NYSE rules. For her work as a member of the Board, Ms. Lambert, like all other independent members of the Board, will be paid an annual retainer of $72,000, payable quarterly in arrears, and an annual director fee of $128,000, payable quarterly in arrears (together, the "Compensation"). The Compensation will be paid in vested stock; provided, however, upon Ms. Lambert meeting Laredo's stock ownership guidelines, up to 50% of the Compensation may be paid, at the election of Ms. Lambert, in cash.

There are no arrangements or understandings between Ms. Lambert and any other person pursuant to which he was selected as a director. Ms. Lambert does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Ms. Lambert has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Resignation of Current Director

Effective August 13, 2020, Peter R. Kagan resigned as a director of the Company and from all committees of the Board on which he served. Mr. Kagan's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. As a result of Ms. Lambert's appointment, the size of the Board will remain at nine directors following Mr. Kagan’s resignation.

Director Fee Matters

On August 13, 2020, the Board, after review of a market-based analysis and consultation with its independent compensation consultant, approved an annual fee of $70,000, payable quarterly in arrears, for service as Chairman of the Board. William E. Albrecht, having assumed the added responsibilities of Chairman of the Board since his appointment on May 14, 2020, will be paid this fee from such date.

Also on August 13, 2020, the Board, after review of a market-based analysis and consultation with its independent compensation consultant, amended the form of annual fees that directors receive for serving as chair of one of the committees of the Board. Effective May 14, 2020, such fees will be paid 100% in the form of cash, rather than 50% in the form of cash and 50% in the form of common stock of the Company, previously at the option of the director. Fees for serving as chair of one of the committees of the Board will continue to be paid ratably following each regularly scheduled Board meeting.

Item 7.01. Regulation FD Disclosure.

On August 17, 2020, the Company issued a press release announcing the appointment of Ms. Lambert as a member of and resignation of Mr. Kagan from the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.











Item 9.01. Financial Statements and Exhibits. 

(d)  Exhibits
Exhibit Number Description
104Cover Page Interactive Data File (formatted as Inline XBRL).





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.
 
  LAREDO PETROLEUM, INC.
   
   
Date: August 17, 2020By:/s/ Bryan J. Lemmerman
  Bryan J. Lemmerman
  Senior Vice President and Chief Financial Officer


Document
EXHIBIT 99.1

15 West 6th Street, Suite 900 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com
Laredo Petroleum Announces Appointment of Lisa Lambert to Board of Directors
TULSA, OK - August 17, 2020 - Laredo Petroleum, Inc. (NYSE: LPI) ("Laredo" or the "Company") today announced the appointment of Lisa Lambert to the Company’s Board of Directors (the "Board"). Her appointment as an independent director was effective August 13, 2020. Additionally, Peter Kagan has resigned from the Board, also effective August 13, 2020.
Ms. Lambert’s background in the technology sector, leading innovation efforts and global investment initiatives, brings a unique perspective to Laredo’s Board as the Company embarks on a digital transformation to drive efficiencies and cost savings. She currently serves as Chief Technology and Innovation Officer at National Grid and Founder and President of National Grid Partners. Prior experience includes two years as Managing Partner at The Westly Group, 19 years at Intel Corporation in various positions, including Managing Director of both Intel Capital’s Software and Services Fund and Diversity Fund, and six years at Owens Corning Corporation.
Ms. Lambert served on the boards of multiple portfolio companies while at Intel Capital, was on the board of directors of the National Venture Capital Association for four years and is the founder, CEO and Chairman of UPWARD, a non-profit global network of executive women. Her educational background includes a Bachelor of Science in Management Information Systems from The Pennsylvania State University and a Master of Business Administration from Harvard Business School.
"The addition of Lisa to the Board demonstrates our commitment to employing technology to improve our Company and our willingness to embrace diverse opinions to drive our transformation," stated Jason Pigott, President and Chief Executive Officer. "I am excited to be working with Lisa as we shape the future of the Company."
"I would like to thank Peter for his many years of service to Laredo," commented Bill Albrecht, Chairman of the Board. "As a Managing Director at Warbug Pincus, Peter was instrumental in securing the initial financing for the Company and his counsel and industry knowledge over the last 14 years have been invaluable. It has been a privilege to work with him and we wish him all the best."


EXHIBIT 99.1
About Laredo
Laredo Petroleum, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the acquisition, exploration and development of oil and natural gas properties, primarily in the Permian Basin of West Texas.
Additional information about Laredo may be found on its website at www.laredopetro.com.
# # #
Contacts:
Ron Hagood: (918) 858-5504 - RHagood@laredopetro.com

2
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Document and Entity Information
Aug. 13, 2020
Cover [Abstract]  
Entity Central Index Key 0001528129
Document Type 8-K
Document Period End Date Aug. 13, 2020
Entity Registrant Name LAREDO PETROLEUM, INC
Entity Incorporation, State or Country Code DE
Entity File Number 001-35380
Entity Tax Identification Number 45-3007926
Entity Address, Address Line One 15 W. Sixth Street
Entity Address, Address Line Two Suite 900
Entity Address, City or Town Tulsa
Entity Address, State or Province OK
Entity Address, Postal Zip Code 74119
City Area Code 918
Local Phone Number 513-4570
Title of 12(b) Security Common stock, $0.01 par value
Trading Symbol LPI
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false