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): September 24, 2010
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-33615
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76-0818600 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 550 West Texas Avenue, Suite 100 |
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| Midland, Texas
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79701 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (432) 683-7443
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 (see General
Instruction A.2. below):
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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)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 24, 2010, the Board of Directors (the “Board”) of Concho Resources Inc. (the
“Company”) appointed Mr. Don O.
McCormack, age 49, to the office of Vice President — Chief
Accounting Officer, to serve until his successor is chosen and qualified or until his earlier
death, resignation, retirement, disqualification or removal from office.
Mr. McCormack has served as a Director of Accounting for the Company since July 2010. From
January 2007 through July 2010, Mr. McCormack was employed by Red Oak Capital Management LLC as
their Controller and Chief Accounting Officer. From June 1989 through August 2006, Mr. McCormack
was employed by Burlington Resources. During his 17 years at Burlington Resources, Mr. McCormack
held positions of increasing responsibility in Audit, Treasury, Information Technology and
Accounting with his final position being Senior Manager, Accounting. From March 1988 through June
1989, Mr. McCormack was employed by Campbell Taggart Corporation as an internal auditor. From
September 1986 through March 1988, he was employed by Western Union Corporation as an internal
auditor. Mr. McCormack holds a Bachelor of Business Administration degree in Accounting from the
University of Texas at Arlington and is a licensed certified public accountant.
In his new position, Mr. McCormack will serve as the Company’s principal accounting officer.
Darin G. Holderness, Senior Vice President — Chief Financial Officer and Treasurer, previously
served as the Company’s principal accounting officer, and Mr.
Holderness will continue to serve as the Company’s principal
financial officer.
There are no understandings or arrangements between Mr. McCormack and any other person
pursuant to which Mr. McCormack was appointed to serve as an officer of the Company. There are no
relationships between Mr. McCormack and the Company or any of its subsidiaries that would require
disclosure pursuant to Item 401(d) or Item 404(a) of Regulation S-K. As a non-executive officer,
Mr. McCormack will receive compensation in accordance with the Company’s policies for compensating
non-executive officers, including any long-term equity incentive awards under the Company’s 2006
Stock Incentive Plan.
In connection with the appointment, the Company entered into an indemnification agreement with
Mr. McCormack on September 24, 2010. The indemnification agreement is attached hereto as Exhibit
10.1 and is incorporated by reference herein in its entirety.
The indemnification agreement is intended to permit indemnification to the fullest extent now
or hereafter permitted by the General Corporation Law of the State of Delaware. It is possible
that the applicable law could change the degree to which indemnification is expressly permitted.
The indemnification agreement covers expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement incurred as a result of the fact that Mr. McCormack, in his capacity as
an officer, is made, threatened or reasonably expected to be made a party to any suit or
proceeding. The indemnification agreement generally covers claims relating to the fact that Mr.
McCormack is or was an officer, employee or agent of us or any of our subsidiaries, or is or was
serving at our request in such a position for another entity. The indemnification agreement also
obligates us to promptly advance all expenses incurred in connection with any claim. Mr. McCormack
is, in turn, obligated to reimburse us for all amounts so advanced if it is later determined that
Mr. McCormack is not entitled to indemnification. The indemnification provided under the
indemnification agreement is not