Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Robb P. Winfield
On March 9, 2020, Panhandle Oil and Gas Inc. (the "Company") accepted the
resignation of Robb P. Winfield from his positions as the Vice President, Chief
Financial Officer, Controller, and Corporate Secretary and as an employee of the
Company, with his last day at the Company being March 13, 2020. Mr. Winfield had
served as an officer of the Company since 2009. In his resignation letter, Mr.
Winfield stated that he had no disagreements with the Company, its management,
the Board, any committee of the Board or with respect to its financial
reporting.
Appointment of Raphael D'Amico as Chief Financial Officer
In connection with Mr. Winfield's departure, the Company's board of directors
(the "Board") appointed Raphael D'Amico as the Company's Chief Financial
Officer, effective March 9, 2020. Mr. D'Amico, age 44, currently serves as the
Company's Vice President, Corporate Development and Investor Relations, a
position he has held since joining the Company on January 2, 2019. In addition
to assuming the position of Chief Financial Officer of the Company, Mr. D'Amico
will continue to serve the Company as Vice President, Corporate Development and
Investor Relations.
Mr. D'Amico has over 20 years of experience in finance and investment banking,
the majority of which has focused on the energy sector. Over the course of his
career, Mr. D'Amico has been involved in over $5 billion of lead managed
advisory and capital market transactions. More recently, Mr. D'Amico has been on
the leading edge of the minerals and royalties space where he has obtained an
extensive knowledge base, executed numerous transactions, and helped the sector
gain exposure within the investment community.
Before joining the Company, from April 2017 through December 2018, Mr. D'Amico
served as a Managing Director at Seaport Global Securities, a full-service
independent investment bank. Prior to his employment with Seaport Global
Securities, from July 2008 through February 2017, Mr. D'Amico served as a
Managing Director, Energy & Natural Resources Investment Banking, at Stifel
Nicolaus, an investment bank and financial services company. Mr. D'Amico also
held positions during his career at other investment banking and financial
services companies including Jefferies, Friedman Billings Ramsey, and Salomon
Smith Barney. Mr. D'Amico holds a bachelor's degree in finance from the
University of Maryland and an MBA from The George Washington University. No
previous employer of Mr. D'Amico is a parent, subsidiary, or other affiliate of
the Company.
Family Relationships
There is no arrangement or understanding between Mr. D'Amico and any other
persons pursuant to which Mr. D'Amico was selected as Chief Financial Officer.
There are no family relationships between Mr. D'Amico and any director,
executive officer, or person nominated or chosen by the Company to become a
director or executive officer of the Company within the meaning of Item 401(d)
of Regulation S-K under the U.S. Securities Act of 1933 ("Regulation S-K").
Related Party Transactions
Since the beginning of the Company's last fiscal year, the Company has not
engaged in any transaction in which Mr. D'Amico had a direct or indirect
material interest within the meaning of Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On March 10, 2020, the Company issued a press release announcing the appointment
of Raphael D'Amico as Chief Financial Officer.
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A copy of this press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. This information shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and is not incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements & Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1* Press Release dated March 10, 2020
*Filed herewith
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