nfx8k.htm






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 12, 2014
 
_____________________________

NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
_____________________________
 

Delaware
1-12534
72-1133047
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
  
Identification No.)

4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 210-5100
 
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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 
 

 

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

(e) On February 12, 2014, the Compensation and Management Development Committee of the Board of Directors of Newfield Exploration Company (the "Company") approved restricted stock grants under the Company’s 2011 Omnibus Stock Plan to certain officers of the Company. The grants were made using the forms of Restricted Stock Unit Award Agreement attached hereto as Exhibit 10.1(1), TSR Restricted Stock Unit Award Agreement attached hereto as Exhibit 10.2(2) and Cash-Settled Restricted Stock Unit Award Agreement attached hereto as Exhibit 10.3(3), as follows:

 
 
Name and Title
 
Restricted Stock Unit Grant(1)
 
TSR Restricted Stock Unit Grant(2)
Cash-Settled Phantom Stock Unit Grant(3)
Lee K. Boothby – Chairman, President and Chief Executive Officer
39,230
98,040
39,230
Gary D. Packer - – Executive Vice President and Chief Operating Officer
22,500
57,000
22,500
Lawrence S. Massaro – Executive Vice President and Chief Financial Officer
16,000
40,000
16,000
Terry W. Rathert – Executive Vice President and Senior Advisor
16,000
40,000
16,000
William D. Schneider – Senior Vice President - Exploration
12,000
14,000
12,000
George T. Dunn – Senior Vice President - Development
12,000
14,000
12,000
Daryll T. Howard – Vice President – Rocky Mountains
0
10,000
0
Clay M. Gaspar – Vice President – Mid-Continent
1,200
13,500
1,200
John H. Jasek – Vice President – Onshore Gulf Coast
1,200
13.500
1,200
Stephen C. Campbell – Vice President - Investor Relations
0
12,000
0
John D. Marziotti – General Counsel and Corporate Secretary
0
5,000
0
George W. Fairchild – Chief Accounting Officer and Assistant Corporate Secretary
0
4,000
0


Item 9.01  Financial Statements and Exhibits

(d)
Exhibits
 
10.1
Form of 2014 Restricted Stock Unit Award Agreement
 
10.2
Form of 2014 TSR Restricted Stock Unit Award Agreement
 
10.3
Form of 2014 Cash-Settled Restricted Stock Unit Award Agreement
 

  

 
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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.


 
NEWFIELD EXPLORATION COMPANY
     
     
Date:   February 19, 2014
By:
 /s/ John D. Marziotti
   
John D. Marziotti
   
General Counsel and Corporate Secretary
 
 
 

 
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Exhibit Index

Exhibit No.
  
 Description
10.1
  
Form of 2014 Restricted Stock Unit Award Agreement
10.2
  
Form of 2014 TSR Restricted Stock Unit Award Agreement
10.3
  
Form of 2014 Cash-Settled Restricted Stock Unit Award Agreement


 
 
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