UNITED STATES
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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. |
Election of Director
On July 27, 2022, the board of directors (the “Board”) of Civitas Resources, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed M. Christopher Doyle, President and Chief Executive Officer of the Company, to fill the vacancy created by such increase. Mr. Doyle was appointed as a director of the Company pursuant to his employment letter, dated as of April 29, 2022, with the Company (the “Employment Letter”), which provided that, if Mr. Doyle accepted the employment position of Chief Executive Officer of the Company, he would be elected as an additional director of the Company shortly after June 1, 2022. Mr. Doyle will serve as a director until the 2023 annual meeting of stockholders, where he will stand for re-election. As the Company’s President and Chief Executive Officer, Mr. Doyle is not currently considered an independent director. Mr. Doyle will not serve on any committees of the Board and will not receive any compensation for his director service.
There are no arrangements or understandings, other than the Employment Letter, pursuant to which Mr. Doyle was appointed as a director of the Company. Mr. Doyle is not related to any existing officer or director of the Company. There are no transactions or relationships between Mr. Doyle and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Compensatory Arrangements of Certain Officers
As previously disclosed, the Company entered into a Transition and Retirement Agreement, dated as of June 29, 2022, with Cyrus (“Skip”) D. Marter IV, pursuant to which Mr. Marter will retire as General Counsel and Secretary of the Company on August 1, 2022 and his employment with the Company will terminate on August 5, 2022. On July 27, 2022, the Board extended the post-termination exercise period of all outstanding vested stock options held by Mr. Marter. As a result of this extension, Mr. Marter’s outstanding vested stock options will remain exercisable in accordance with their respective terms until August 5, 2023.
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.
Date: July 28, 2022 | CIVITAS RESOURCES, INC. | |
By: | /s/ Cyrus D. Marter IV | |
Cyrus D. Marter IV | ||
General Counsel and Secretary |