Item 5.02(d) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 8, 2022, the Board of Directors (the "Board") of Abraxas Petroleum
Corporation (the "Company") increased the size of the Board from five to six and
appointed David N. Roberts to the Board as a Class II director. The Board will
determine which committees, if any, Mr. Roberts will be appointed to at the
first Board meeting following his election.
Mr. Roberts is a Senior Advisor and member of the Executive Committee and
Partnership Advisory Board of Angelo, Gordon & Co. L.P. ("Angelo Gordon"), which
is an affiliate of AG Energy Funding, LLC ("AGEF"). As previously disclosed in
our Current Report on Form 8K filed with the Securities and Exchange Commission
(the "SEC") on January 3, 2022, the Company and AGEF entered into an Exchange
Agreement dated January 3, 2022, pursuant to which the Company issued shares of
its Series A Preferred Stock to AGEF, which entitled AGEF to approximately 85%
of the voting power of the Company's outstanding capital stock. Through his
Angelo Gordon roles, Mr. Roberts has an indirect ownership interest in the
Series A Preferred Stock owned by AGEF. Mr. Roberts, age 60, also serves as the
Chairman, Chief Executive Officer, and President of AG Mortgage Investment
Trust, Inc. ("MITT"), a publicly traded residual-mortgage REIT that is managed
and advised by a subsidiary of Angelo Gordon, and as a member of the board of
directors of Arc Home LLC, a residential mortgage lender that is managed by
MITT.
As a non-employee director, Mr. Roberts will be compensated for his Board
membership in the same manner as the Company's other non-employee directors
(however, any such compensation will be directed to Angelo Gordon or one of its
affiliates on Mr. Roberts' behalf). The Company previously disclosed the terms
of non-employee director compensation in its proxy statement on Schedule 14A,
filed with the SEC on March 31, 2022.
Except as disclosed in this Form 8-K, there are no other transactions involving
Mr. Roberts that require disclosure under Item 404(a) of Regulation S-K, and
there are no arrangements or understandings between Mr. Roberts and any other
person pursuant to which Mr. Roberts was elected to serve as a member of the
Board. There are no family relationships that exist between Mr. Roberts and any
of the Company's directors or executive officers.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses