Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) The Company announced on April 15, 2020 that Mark Christensen, R. Glenn
Dawson, and Ronald D. Ormand resigned as members of the Board of Directors (the
"Board") of Lilis Energy, Inc. (the "Company"). The resignations were not the
result of any disagreement of any of the resigning directors with the Company,
its directors or any of its stockholders on any matter relating to the Company's
operations, policies or governance practices. The Board accepted the
resignations, which reduced the size of the Board from eight to five effective
with their resignations.
Mr. Dawson had served on the Audit Committee and the Nominating and Corporate
Governance Committee of the Board. The Board will appoint current director Nuno
Brandolini to serve on the Audit Committee with its remaining member and
chairman, Michael G. Long. In light of the significantly reduced size of the
Board, the Board will temporarily dissolve its Reserves Committee, Compensation
Committee and Nominating and Corporate Governance Committee and assign the
duties of its Compensation Committee and its Nominating and Corporate Governance
Committee to its directors that meet the independence standards of the NYSE
American LLC. The Special Committee of the Board, which was previously appointed
to review and evaluate strategic alternatives of the Company, shall continue its
duties with its remaining members, none of which are affiliated with Värde
Partners, Inc.
Each of the resigning directors acknowledged prior receipt of all compensation
and reimbursements owed by the Company to the resigning director under
previously authorized director compensation policies and agreed with the Company
to a mutual release of possible claims under a resignation letter. Copies of the
director resignation letters are attached as Exhibits 10.1, 10.2 and 10.3,
respectively, hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1* Resignation Letter of Mark Christensen dated April 14, 2020
10.2* Resignation Letter of Robert Glenn Dawson dated April 14, 2020
10.3* Resignation Letter of Ronald D. Ormand dated April 14, 2020
* Filed herewith
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