Current Report Filing (8-k)

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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): February 18, 2020

Unit Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-9260

73-1283193

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8200 South Unit Drive,

Tulsa,

Oklahoma

74132

US

(Address of principal executive offices)

(Zip Code)

(Country)

Registrant’s telephone number, including area code: [phone]

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			UNT			NYSE

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

Retirement of President and Chief Executive Officer

On February 18, 2020, Larry D. Pinkston notified the board of directors of the company of his decision to retire as the President and Chief Executive Officer of the company, effective March 31, 2020. Mr. Pinkston will continue to serve as a member of the board. Mr. Pinkston’s decision to retire did not result from any disagreement with the company, the company’s management, or the board.

Appointment of Chief Executive Officer

Effective on Mr. Pinkston’s retirement, David T. Merrill, 59, will become the company’s President and Chief Executive Officer. Mr. Merrill joined the company in August 2003 and served as its Vice President of Finance until February 2004 when he was elected to the position of Chief Financial Officer and Treasurer, positions he held until November 2017. He has served as the company’s Chief Operating Officer since August 2017. Mr. Merrill received a Bachelor of Business Administration Degree in Accounting from the University of Oklahoma and is a Certified Public Accountant.

Mr. Merrill receives a base salary of $545,000 per year. He will continue to participate in employee benefits on terms similar to other executive officers, including eligibility for annual bonuses and equity incentives under the company’s Second Amended and Restated Stock and Incentive Compensation Plan. No bonuses or equity awards were granted in connection with his promotion.

Mr. Merrill was not elected to his officer position under any arrangement or understanding between him and any other person. There are no transactions with Mr. Merrill that would be reportable under Item 404(a) of Regulation S-K and no family relationships exist between Mr. Merrill and any of the directors or officers of the company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

			99.1			Press release of Unit Corporation, dated February 21, 2020
			101.INS			XBRL Instance Document.
			101.SCH			XBRL Taxonomy Extension Schema Document.
			101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB			XBRL Taxonomy Extension Labels Linkbase Document.
			101.PRE			XBRL Taxonomy Extension Presentation Linkbase 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.

 

Unit Corporation

Date: February 21, 2020

By:

/s/ Mark E. Schell

Mark E. Schell Senior Vice President, Secretary & General Counsel

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EXHIBIT INDEX

Exhibit No.        Description

			99.1			Press release of Unit Corporation, dated February 21, 2020
			101.INS			XBRL Instance Document.
			101.SCH			XBRL Taxonomy Extension Schema Document.
			101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB			XBRL Taxonomy Extension Labels Linkbase Document.
			101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.