Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on November 18, 2019, Approach Resources Inc.
("Approach," the "Company" or "we") and all of its subsidiaries (the "Filing
Subsidiaries and, together with Approach, the "Debtors") filed voluntary
petitions (collectively, the "Bankruptcy Petitions") under chapter 11 ("Chapter
11"), of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Southern District of Texas (the "Court"), thereby
commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al.,
Case No. 19-36444 (Bankr. S.D. Tex.) (the "Chapter 11 Cases").
On January 28, 2020, the Company filed a motion with the Court (the "KEIP
Motion") seeking approval of the Company's proposed Key Employee Incentive Plan
(the "KEIP"), which would enact an incentive plan for certain senior level
employees in connection with the Company's previously-disclosed plans for
potential sales of all or substantially all of the Debtors' assets pursuant to
Section 363 of the Bankruptcy Code. The Compensation Committee of the Board of
Directors (the "Board") of the Company and the Board each approved the KEIP in
recognition of the significant benefits to the Company in incentivizing senior
level employees to provide their best efforts through incentive plan
compensation throughout any sales process.
The KEIP Motion and information regarding the Chapter 11 Cases is available
through the Company's website under the Restructuring Information tab, which
contains a link to the claims agent's website,
https://dm.epiq11.com/approachresources.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth above in Item 5.02 of this Report regarding the KEIP
and the KEIP Motion is incorporated herein by reference into this Item 5.02.
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