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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 6, 2025
Civitas
Resources, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-35371 |
|
61-1630631 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
555
17th Street, Suite 3700
Denver, Colorado
80202
(Address of principal
executive offices, including zip code)
(303)
293-9100
(Registrant’s telephone
number, including area code)
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))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which
registered |
| Common
Stock, par value $0.01 per share |
|
CIVI |
|
New
York Stock Exchange |
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).
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. ¨
| Item 5.02. | Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
Chief Executive Officer Separation
On August 6, 2025, Civitas
Resources, Inc. (the “Company”) terminated the employment of M. Christopher Doyle, the Company’s Chief Executive
Officer, without “cause”, effective immediately (the “Separation”). Mr. Doyle will be eligible to receive
the severance benefits set forth in the Civitas Resources, Inc. Eighth Amended and Restated Executive Change in Control and Severance
Plan (the “Severance Plan”) for a Tier 1 Executive (as defined therein), subject to the terms and conditions contained therein.
In connection with his departure from the Company, Mr. Doyle resigned from the Company’s Board of Directors (the “Board”),
effective as of the Separation.
Appointment of Wouter van Kempen as Interim Chief Executive Officer
On August 6, 2025, the
Company appointed Wouter van Kempen, the current Chair of the Board, as the Interim Chief Executive Officer of the Company, effective
immediately. Concurrently with the effectiveness of Mr. Doyle’s termination, Mr. van Kempen also assumed the additional
role of principal executive officer of the Company.
Mr. van Kempen, age
56, has served as an independent director and Chair of the Board since February 2023, and has over 20 years of experience in leadership
roles in the energy industry. Mr. van Kempen previously served as the Chairman, President and Chief Executive Officer for DCP Midstream
GP, LLC (“DCP Midstream”) from January 2013 until December 2022. Mr. van Kempen was previously DCP Midstream’s
President and Chief Operating Officer from September 2012 until January 2013, where he led the gathering and processing and
the marketing and logistics business units and oversaw all corporate functions of the organization; President, Gathering and Processing,
from January 2012 to August 2012; and President, Midcontinent Business Unit, and Chief Development Officer, from August 2010
to December 2011. Prior to joining DCP Midstream in August 2010, Mr. van Kempen was President of Duke Energy Generation
Services (“Duke Energy”) from September 2006 to July 2010 and Vice President of Mergers and Acquisitions of Duke
Energy from December 2005 to September 2006. Mr. van Kempen joined Duke Energy in 2003 and served in a number of management
positions. Prior to Duke Energy, Mr. van Kempen was employed by General Electric, where he served in increasing roles of responsibility,
becoming the staff executive for corporate mergers and acquisitions in 1999. Mr. van Kempen holds a Masters in Business Economics
from Erasmus University Rotterdam, The Netherlands.
There are no arrangements
or understandings between Mr. van Kempen and any other person pursuant to which Mr. van Kempen was appointed as Interim Chief
Executive Officer, and there are no family relationships among any of the Company’s directors or executive officers and Mr. van
Kempen. Mr. van Kempen does not have any direct or indirect material interest in any transaction or proposed transaction required
to be reported under Item 404(a) of Regulation S-K.
Employment Letter with Wouter van Kempen
In connection his appointment,
the Company and Mr. van Kempen have entered into an employment letter (the “Employment Letter”) providing for Mr. van
Kempen’s employment as Interim Chief Executive Officer, effective as of August 6, 2025 (the “Start Date”), until
the earlier of (i) February 27, 2026 and (ii) the effective date of the Board’s appointment of a permanent Chief
Executive Officer (such earlier date, the “End Date”).
The Employment Letter also
provides for the following compensation terms: (i) an annualized base salary of $1,500,000 per year; (ii) a one-time grant
(the “RSU Award”) of restricted stock units (“RSUs”) under the Company’s 2024 Long Term Incentive Plan
(“LTIP”), with the number of shares of the Company’s common stock subject to the RSU Award equal to the quotient of
(a) $3,500,000 divided by (b) the volume-weighted average price of the Company’s common stock for the 30 trading days
immediately preceding the Start Date; and (iii) participation in the Severance Plan as a Tier 1 Executive, as modified by the Employment
Letter.
The RSU Award will cliff
vest on the End Date, subject to Mr. van Kempen’s continued service as Interim Chief Executive Officer through such date.
The RSU Award will be subject to the terms and conditions of the LTIP and an award agreement (the “RSU Award Agreement”)
and is subject to full acceleration upon the termination of Mr. van Kempen’s employment by the Company without “cause”
or Mr. van Kempen’s resignation from his employment for “good reason” (in each case, as defined in the RSU Award
Agreement).
As a Tier 1 Executive under
the Severance Plan (as modified by the Employment Letter), upon the termination of Mr. van Kempen’s employment by the Company
without Cause (as defined in the Severance Plan) or due to the Board’s appointment of a permanent Chief Executive Officer or due
to his resignation from employment for Good Reason (as defined in the Severance Plan) (each, a “Qualifying Termination”),
he will be eligible to receive (i) a lump sum cash payment equal to the base salary he would have received had he continued to serve
as Interim Chief Executive Officer from the date of such termination through February 27, 2026, and (ii) treatment of his outstanding
Company equity awards in accordance with the applicable award agreement. If a Qualifying Termination occurs within 12 months following
a Change in Control (as defined in the Severance Plan), he will be eligible to receive (i) a lump sum cash severance payment equal
to 3.0x his then current base salary, (ii) treatment of his outstanding Company equity awards in accordance with the applicable
award agreement, and (iii) reimbursement for the cost of any COBRA premiums incurred by him for a period of up to 24 months following
his termination.
The foregoing descriptions
of the Employment Letter, the RSU Award Agreement and the Severance Plan are qualified in their entirety by the full text thereof, copies
of which are attached as Exhibit 10.1 and Exhibit 10.2 and incorporated by reference herein.
In connection with his appointment,
the Company has also entered into its standard form of Employee Restrictive Covenants, Proprietary Information and Inventions Agreement
with Mr. van Kempen, a copy of which is attached as Exhibit 10.3 and incorporated by reference herein. The Company previously
entered into its standard form of indemnity agreement, a copy of which is attached as Exhibit 10.4 and incorporated by reference
herein, with Mr. van Kempen in connection with his appointment to the Board in February 2023.
Appointment of New Independent Chair of the
Board; Changes to Board Committees
In connection with Mr. van
Kempen’s appointment as Interim Chief Executive Officer, the Board appointed Howard A. Willard III as the new independent Chair
of the Board on August 6, 2025, replacing Mr. van Kempen who has also departed from his roles on the Compensation Committee
and the Nominating and Corporate Governance Committee. Mr. van Kempen will continue to serve as a member of the Board during his
tenure as Interim Chief Executive Officer and is expected to resume his service as Chair thereafter.
| Item 7.01. | Regulation FD Disclosure. |
On August 6, 2025, the
Company issued a press release announcing Mr. Doyle’s departure from the Company and Mr. van Kempen’s appointment
as Interim Chief Executive Officer of the Company. The full text of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished
pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Letter, dated as of August 6, 2025, by and between
Civitas Resources, Inc. and Wouter van Kempen (including the form of RSU Award Agreement). |
| 10.2 |
|
Civitas Resources, Inc. Eighth Amended and Restated Executive
Change in Control and Severance Benefit Plan (incorporated by reference to Exhibit 10.1 to Civitas Resources, Inc.’s
Current Report on Form 8-K filed on January 25, 2022). |
| 10.3 |
|
Form of Employee Restrictive Covenants, Proprietary Information
and Inventions Agreement (incorporated by reference to Exhibit 10.49 to Civitas Resources, Inc.’s Annual Report on
Form 10-K filed on February 27, 2024). |
| 10.4 |
|
Form of Indemnity Agreement between Civitas Resources, Inc.
and the directors and executive officers of Civitas Resources, Inc. (incorporated by reference to Exhibit 10.9 to Civitas
Resources, Inc.’s Current Report on Form 8-K filed on November 3, 2021). |
| 99.1 |
|
Press
Release, dated August 6, 2025. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
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.
| |
CIVITAS RESOURCES, INC. |
| |
|
| Date: August 6, 2025 |
By: |
/s/ Adrian Milton |
| |
Name: |
Adrian Milton |
| |
Title: |
Senior Vice President, General Counsel and Assistant
Corporate Secretary |
