UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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. |
Effective as of March 5, 2020, Andrew Taylor resigned from his position as a member of the Board of Directors (the “Board”) of Riviera Resources, Inc. (“Riviera” or the “Company”) and as a member of the Audit Committee and the Chairperson of the Compensation Committee of the Board. Mr. Taylor’s decision to resign as a director of the Company was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies or practices of the Company.
On March 5, 2020, the Board elected Win Rollins to the Board as a director, effective immediately, to fill the vacancy created by Mr. Taylor’s resignation. Mr. Rollins will serve on the Compensation Committee of the Board. The Board will select a member to serve as Chairperson of the Compensation Committee at a future date.
Mr. Rollins will not receive any compensation for his services rendered as a member of the Board or any of its committees.
The Company has determined that neither Mr. Rollins, nor any of his respective immediate family members has or had (nor does any propose to have) a direct or indirect material interest in any transaction in which the Company or any of the Company’s subsidiaries was or is (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. In addition, the Company has determined that there are no family relationships between Mr. Rollins and any current executive officer or director of the Company.
There are no arrangements or understandings with the Company, or any other persons, pursuant to which Mr. Rollins was appointed as a director of the Company.
A copy of the press release the Company issued on March 9, 2020 announcing this transition is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| 99.1 |
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| 104 |
Cover Page Interactive Data File (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.
| Dated: March 9, 2020 |
RIVIERA RESOURCES, INC. | |||||
| By: |
/s/ David B. Rottino | |||||
| Name: |
David B. Rottino | |||||
| Title: |
President and Chief Executive Officer | |||||
Exhibit 99.1
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NEWS RELEASE |
RIVIERA RESOURCES ELECTS WIN ROLLINS OF ELLIOTT MANAGEMENT CORPORATION TO ITS BOARD OF DIRECTORS
HOUSTON, March 9, 2020 – Riviera Resources, Inc. (OTCQX: RVRA) (“Riviera” or the “Company”) announces that Andrew Taylor, who in his capacity as an employee of Elliott Management Corporation (“Elliott”), served as a member of the Company’s Board of Directors (“the Board”), the Audit Committee, and Chairperson of the Compensation Committee of the Board, has resigned from the Board effective as of March 5, 2020. Win Rollins, a member of Elliott’s investment team, has been appointed to replace Mr. Taylor. This change is effective March 5, 2020. Mr. Rollins will serve on the Compensation Committee. The Board will select a member to serve as Chairperson of the Compensation Committee at a future date. Mr. Taylor’s decision to resign as a director of the Company was not the result of any disagreement with the Company on any matter relating to the operations, internal controls, policies or practices of the Company.
“We are very pleased to announce the election of Mr. Rollins to our Board,” said David Rottino, President and Chief Executive Officer of Riviera. “He will further enhance our Board and continue to keep the shareholders’ best interest in mind. I would also like to sincerely thank Andy for all of the insights and support he has provided to both myself and the Company over these last few years.”
Mr. Rollins is a member of the investment team of Elliott, a New York-based trading firm, where he is focused on special situation strategies and various corporate investments in North American E&P companies. Prior to joining Elliott in August 2016, Mr. Rollins was a member of the energy investment team of First Reserve Corporation and of Lazard Freŕes. Additional information on Mr. Rollins can be found in the Company’s Form 8-K that it expects to file later today.
ABOUT RIVIERA RESOURCES
Riviera Resources, Inc. is an independent oil and natural gas company with a strategic focus on efficiently operating and developing its growth-oriented assets, while returning capital to shareholders. Riviera’s upstream properties are primarily located in North Louisiana and the Mid-Continent regions. Riviera also owns Blue Mountain Midstream LLC, a midstream company centered in the core of the Merge play in the Anadarko Basin.
CONTACT:
Investor Relations
(281) 840-4168
IR@RVRAresources.com