UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant
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Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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GEORESOURCES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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April 28, 2010
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders to be held on Thursday, June 10, at 1:00 p.m.,
Mountain Daylight Time, at 1999 Broadway, Suite 3150, Denver, Colorado 80202. The other directors and officers join me in extending this invitation.
It is important that your shares are represented at the meeting. If you are unable to attend the meeting but have
questions or comments about our operations, we would like to hear from you.
A form of proxy is enclosed. To
assure that your shares will be voted at the meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or if your proxy card or voting instructions form so indicates, vote electronically via the
Internet or telephone. Submitting your proxy will not affect your right to vote in person if you attend the meeting.
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Sincerely,
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GEORESOURCES, INC.
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FRANK A. LODZINSKI
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Chairman, President and Chief Executive Officer
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GeoResources, Inc.
110 Cypress Station Drive, Suite 220
Houston, Texas 77090-1629
NOTICE OF
2010 ANNUAL MEETING OF SHAREHOLDERS
To be held on June 10, 2010
TO OUR SHAREHOLDERS:
The 2010 Annual Meeting (the “Meeting”) of Shareholders of GeoResources, Inc. will be held at 1999 Broadway,
Suite 3150, Denver, Colorado 80202, on Thursday, June 10, 2010, at 1:00 p.m., Mountain Daylight Time, for the following purposes:
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To elect seven directors for the ensuing year; and
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To consider and act upon such other matters as may properly come before the Meeting and
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any adjournments thereof.
Only shareholders of record at the close of business on April 22, 2010, are entitled to notice of and to vote at the
Meeting.
It is important that your shares be represented and voted at the Meeting. Shareholders are urged to
vote their shares by one of the following methods whether or not they plan to attend the Meeting:
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vote via the Internet or by telephone using the instructions on the proxy card, if this option is available to you (please refer to your proxy card
to determine if this option is available to you); or
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complete, sign, date and return the accompanying proxy card in the enclosed self-addressed envelope (the self-addressed envelope requires no postage
if mailed in the United States).
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By Order of the Board of Directors.
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CATHY KRUSE
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Corporate Secretary
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April 28, 2010
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD
JUNE 10, 2010
Pursuant to rules of the Securities and Exchange Commission, we are providing access to our proxy materials both by mailing to you this
full set, including the proxy card, on or about May 3, 2010, and by notifying you of the availability of our proxy materials on the Internet. These proxy materials and our 2009 Annual Report on Form 10-K are available at
http://www.geoiproxy.com
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TABLE OF CONTENTS
GeoResources, Inc.
110 Cypress Station Drive, Suite 220
Houston, Texas 77090-1629
PROXY STATEMENT
Annual Meeting of Shareholders To Be Held On June 10, 2010
INFORMATION CONCERNING SOLICITATION AND VOTING
The accompanying proxy is solicited by our Board of Directors for use at our Annual Meeting of Shareholders to be held
at 1:00 p.m., Mountain Daylight Time, on Thursday, June 10, 2010, at 1999 Broadway, Suite 3150, Denver, Colorado 80202, for the following purposes:
1. To elect seven directors for the ensuing year; and
2. To consider and act upon such other matters as may properly come before the Meeting and any adjournments thereof.
The cost of soliciting proxies, including the preparation, assembly, and mailing of the proxies and
solicitation material, as well as the cost of forwarding such material to the beneficial owners of stock, will be borne by us. Directors, officers and regular employees may, without compensation other than their regular remuneration, solicit proxies
personally or by telephone.
Any shareholder giving a proxy may revoke it at any time prior to its use at the
Meeting by giving written notice of revocation to our Secretary or by attending the Meeting and voting in person. At any time before the vote on a proposal, you can change your vote either by giving our Secretary a written notice revoking your proxy
or by signing, dating, and returning to us a new proxy. We will honor the proxy with the latest date. If the enclosed proxy is executed properly and returned in time to be voted at the Meeting, the shares represented will be voted as instructed.
Proxies which are signed but which lack any voting instructions will be voted in favor of the slate of directors proposed by the Board of Directors and will be deemed to grant discretionary authority to vote upon any other matters properly before
the Meeting.
If your shares are held in “street name” by your broker, a bank, or other nominee, you
should receive this proxy statement from them with instructions for voting your shares. Please respond quickly so that they may represent you.
If your shares are held in the name of a broker, bank or other nominee, and you do not tell that person how to vote your
shares (so-called “broker non-votes”), that person can vote them as he or she sees fit only on matters that self-regulatory organizations determine to be routine. Broker non-votes will be counted as present to determine if a quorum exists
but will not be counted as present and entitled to vote on any non-routine proposal. Abstentions will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as
votes cast either in favor of or against a particular proposal.
The mailing address of our principal
executive office is 110 Cypress Station Drive, Suite 220, Houston, Texas 77090-1629. This Proxy Statement and the accompanying proxy card were mailed to our shareholders on or about May 3, 2010.
1
Our Board of Directors fixed April 22, 2010 as the record date for the
determination of shareholders entitled to vote at the Meeting. Persons who were not shareholders on that date will not be allowed to vote at the Meeting.
At the close of business on April 22, 2010, there were issued and outstanding 19,723,916 shares of our common stock, our
only outstanding class of voting equity securities. A quorum must be present before we can conduct any business at the Meeting. A majority of the shares of common stock outstanding must be represented at the Meeting in person or by proxy to
constitute a quorum. Holders of the common stock are entitled to one vote per share held as of the record date. Cumulative voting in the election of directors is not permitted.
In the election of directors, the seven nominees with the highest number of votes cast in their favor will be elected as
directors to our Board of Directors assuming a quorum is present at the Meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of our common stock beneficially owned as of April 16,
2010 by:
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each person whom we know beneficially owns more than 5% of our common stock;
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each director proposed to be elected to our Board of Directors at the Meeting;
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each of our executive officers; and
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our directors and executive officers as a group.
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CLASS OF SECURITIES
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NAME AND ADDRESS OF BENEFICIAL
OWNER
(1)
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AMOUNT OF
SHARES AND
NATURE OF
BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
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Common Stock
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Frank A.
Lodzinski
(
2) (3) (9)
110 Cypress Station Drive - Suite 220
Houston, TX 77090
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1,801,060
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9.1
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%
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Common Stock
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Collis P. Chandler,
III
(
4)
475 Seventeeth Street - Suite 1210
Denver, CO 80202
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1,234,411
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6.3
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%
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Common Stock
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Francis M. Mury
110 Cypress Station Drive - Suite 220
Houston, TX 77090
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80,000
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*
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Common Stock
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Howard E.
Ehler
(5)
110 Cypress Station Drive - Suite 220
Houston, TX 77090
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40,053
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*
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Common Stock
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Robert J.
Anderson
(6)
110 Cypress Station Drive - Suite 220
Houston, TX 77090
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40,867
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*
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Common Stock
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Jay F.
Joliat
(
7)
36801 Woodward Avenue - Suite 301
Birmingham, MI 48009
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520,000
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2.6
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%
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Common Stock
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Bryant W. Seaman, III
630 Fifth Avenue, 39th Floor
New York, NY 10111
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—
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*
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Common Stock
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Michael A.
Vlasic
(
3)
38710 Woodward Avenue
Bloomfield Hills, MI 48304
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4,585,203
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23.3
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%
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Common Stock
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Nick L. Voller
222 University Avenue
Williston, ND 58801
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—
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*
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Common Stock
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Donald J. Whelley
134 Cedar Road
Wilton, CT 06897
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2,000
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*
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3
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CLASS OF SECURITIES
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NAME AND ADDRESS OF BENEFICIAL
OWNER
(1)
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AMOUNT OF
SHARES AND
NATURE OF
BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
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Common Stock
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Officers and
Directors
(9)
as a Group - (ten persons)
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6,718,391
Direct and Indirect
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34.1
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%
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Common Stock
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Wachovia Capital Partners 2005
LLC
(8)
301 South College Avenue
Charlotte, NC 28288
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1,692,887
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8.6
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%
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Common Stock
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Vlasic FAL,
L.P.
(
3)
110 Cypress Station Drive - Suite 220
Houston, TX 77090
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1,585,203
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8.0
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%
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Common Stock
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Chandler Energy,
LLC
(
5)
475 Seventeenth Street - Suite 1210
Denver, CO 80202
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1,234,411
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6.3
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%
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Common Stock
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Baron Capital Group,
Inc.
(
10)
767 Fifth Avenue
New York, NY 10153
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1,000,000
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5.1
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%
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(1)
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Unless otherwise indicated, the shares are held directly in the names of the named beneficial owners and each person has sole voting and sole
investment power with respect to the shares.
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(2)
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Includes 157,157 shares of common stock owned by Mr. Lodzinski and 58,700 shares held by Mr. Lodzinski’s spouse.
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(3)
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Vlasic FAL, L.P., a Texas limited partnership, is managed by VL Energy LLC, a Texas limited liability company and general partner. All of the
membership interests in VL Energy LLC are owned by Frank A. Lodzinski. Mr. Lodzinski and Mr. Vlasic indirectly own all of the limited partnership interests of Vlasic FAL, L.P., through limited liability companies that they control, and that each of
Mr. Lodzinski and Mr. Vlasic own in part, with the remaining owners consisting only of family members. The entity controlled by Mr. Vlasic that is the limited partner of Vlasic FAL, L.P. has the right to remove the general partner at any time.
Vlasic FAL, L.P. directly owns 1,585,203 shares of the Company, or 8.0% of the issued and outstanding common stock of the Company. Based on the legal structure of Vlasic FAL, L.P., Mr. Lodzinski and Mr. Vlasic are beneficial owners of all of the
shares of common stock held by Vlasic FAL, L.P., and share the right to vote and dispose of these shares. In addition, the total shares shown for Mr. Vlasic include 3,000,000 shares held by VILLCo Energy, LLC for which Mr. Vlasic serves as Chief
Executive Manager.
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(4)
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Includes 1,234,411 shares of common stock held in the name of Chandler Energy, LLC, which is solely owned by Mr. Chandler. Includes 25,000 shares
that are held by Chandler Energy, LLC pursuant to a shareholders agreement with certain former employees of Chandler Energy, LLC.
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(5)
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Includes 4,261 shares of common stock held by Mr. Ehler in an Individual Retirement Account.
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(6)
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Includes 21,304 shares of common stock held by Mr. Anderson in an Individual Retirement Account.
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(7)
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Includes 245,000 shares of common stock owned directly by Mr. Joliat and 275,000 shares of common stock which is owned through trusts of which Mr.
Joliat is trustee
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(8)
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Wachovia Capital Partners 2005, LLC owns 1,688,860 shares of the Company’s common stock. These securities may be deemed to be beneficially
owned by (a) Wachovia Capital Partners GP I, LLC, the managing member of Wachovia Capital Partners 2005, LLC, and (b) Scott B. Pepper, Fredrick W. Eubank, II and L. Watts Hamrick, III, the managers of Wachovia Capital Partners GP I, LLC. Each of
Messrs. Pepper, Eubank and Hamrick disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(9)
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This number includes only the 1,585,203 shares of common stock in the name of Vlasic FAL, L.P. once, in which Mr. Vlasic and Mr. Lodzinski may be
each considered beneficial owners of those shares.
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(10)
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Baron Capital Group, Inc. (“BCG”) and Ronald Baron disclaim beneficial ownership of shares held by their controlled entities (or the
investment advisory clients thereof) to the extent such shares are held by persons other than BCG or Ronald Baron. BAMCO, Inc. (“BAMCO”) and Baron Capital Management, Inc. (“BCM”), subsidiaries of BCG, disclaim beneficial
ownership of shares held by their investment advisory clients to the extent such shares are held by persons other than BAMCO, BCM and their affiliates. BAMCO and BCM are subsidiaries of BCG and Ronald Baron owns a controlling interest in BCG.
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PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Our Articles of Incorporation provide that the number of directors shall not be less than three nor more than ten. Our
Bylaws allow the Board of Directors to set the number of directors subject to our Articles of Incorporation. In the election of directors, each proxy will be voted for each of the nominees listed in the table below unless the proxy withholds
authority to vote for one or more of the nominees. If elected, each nominee will serve until the next annual meeting of shareholders and until his successor shall be duly elected and shall qualify.
If, prior to the Meeting, it should become known to the Board of Directors that any one of the nominees named below will
be unable to serve as a director after the Meeting, the proxy will be voted for substitute nominee(s) selected by the Board of Directors. The Board has no reason to believe that any of the nominees will be unable to serve. In the election of
directors, the number of nominees equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, will be elected to the Board of Directors, assuming a quorum is present at the Meeting.
The following table provides certain information with respect to our nominees for directors.
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NAME OF NOMINEE
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AGE
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CURRENT POSITION(S)
WITH THE COMPANY
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DIRECTOR
SINCE
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Frank A. Lodzinski
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60
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President, Chief Executive Officer and Director(1)
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2007
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Collis P. Chandler, III
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41
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Executive Vice President and Chief Operating Officer Northern Region and Director(1)
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2007
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Jay F. Joliat
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53
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Director(2)(3)(4)
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2007
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Bryant W. Seaman, III
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57
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Director(7)(8)
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2010
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Michael A. Vlasic
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49
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Director(1)(8)
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2007
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Nick L. Voller
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59
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Director(5)
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2004
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Donald J. Whelley
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55
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Director(6)(7)
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2010
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(1)
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Member of the Executive Committee.
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(2)
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Member of the Audit Committee.
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(3)
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Member of the Nominating Committee.
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(4)
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Member of the Compensation Committee.
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(5)
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Member of the Audit Committee since 2004.
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(6)
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Member of the Audit Committee since March 30, 2010.
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(7)
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Member of the Nominating Committee since March 30, 2010.
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(8)
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Member of the Compensation Committee since March 30, 2010.
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Frank A. Lodzinski
has over 35 years of oil and gas industry experience. In 1984, he formed Energy Resource
Associates, Inc., which acquired management and controlling interests in oil and gas limited partnerships, joint ventures and producing properties. Certain partnerships were exchanged for common shares of Hampton Resources Corporation in 1992, which
Mr. Lodzinski joined as a director and President. Hampton was sold in 1995 to Bellwether Exploration Company for $35 million. In 1996, he formed Cliffwood Oil & Gas Corp. and in 1997, Cliffwood shareholders acquired controlling interests in
Texoil, Inc. In 2001, Texoil, Inc. was sold to Ocean Energy, Inc. for $135 million. In 2001, Mr. Lodzinski was appointed CEO and President of AROC, Inc. to direct the restructuring and ultimate liquidation of that company. In 2003, AROC, Inc.
completed a $71 million monetization of oil and gas assets with an institutional investor and began a plan of liquidation in 2004. In 2004, Mr. Lodzinski formed Southern Bay Energy, LLC, the General Partner of Southern Bay, which acquired the
residual assets of AROC, Inc., and he has served as President of Southern Bay Energy LLC since its formation. On April 17, 2007, Mr. Lodzinski became President and Chief Executive Officer of GeoResources. He is a certified public accountant and
holds a BSBA Degree in Accounting and Finance from Wayne State University in Detroit, Michigan.
Director
Qualifications
: Mr. Lodzinski, as our Chief Executive Officer and Chairman, has been responsible for our business strategy since April 2007. His industry experience and vision are a primary component of our successful operations since that time.
Mr. Lodzinski’s day-to-day leadership and intimate knowledge of the oil and gas industry, our structure and our operations provide our Board of Directors with company-specific experience, expertise and leadership.
Collis P. Chandler, III
has been President and sole owner of Chandler Energy, LLC since its inception in July
2000. From 1988-2000, Mr. Chandler was employed by The Chandler Company, a privately-held exploration company operating primarily in the Rocky Mountains. His responsibilities over the 12-year period included involvement in exploration, prospect
generation, acquisition, structure and promotion as well as direct responsibility for all land functions including contract compliance, lease acquisition and administration. In 1998, he was promoted to Vice President of Business Development. Mr.
Chandler received a Bachelor’s of Science Degree from the University of Colorado, Boulder in 1992.
Director Qualifications
: Mr. Chandler has been with our Company since April 2007, and has broad industry
experience and brings significant operational capabilities to our Company. He has an intimate understanding of our business, its capabilities and operations, as well as significant prior management expertise that benefits us.
Jay F. Joliat
has, for more than the past six years, been an independent investor and developer in commercial,
industrial and garden style apartment real estate and development, residential home building, restaurant ownership and management, as well as venture private equity in generic pharmaceuticals, medical devices and oil and gas. He previously formed
and managed his own investment management company early in his career and was formerly employed by E.F. Hutton and Dean Witter Reynolds. He holds a Bachelor of Arts Degree in Management and Finance from the Oakland University (1982) and was awarded
a Certified Investment Management Analyst certificate in 1983 after completion of the IMCA program at the Wharton School of Business of the University of Pennsylvania. From 1996 through 2003, Mr. Joliat served on the Board of Directors of Caraco
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Pharmaceutical Laboratories Ltd., a company with a class of equity securities registered under the Securities Exchange Act of 1934, and served in various capacities on the audit, executive and
compensation committees.
Director Qualifications
: Mr. Joliat’s prior business experience in
management investments, as well as serving on the Board of Directors of an SEC-reporting company, brings us a unique perspective as an outside investor in oil and gas entities. His management skills and extensive experience in assessing financing
strategy provide our Board with a valuable resource for planning corporate strategy.
Bryant W. Seaman,
III
, has been Managing Director, Head of Family Company Advisory, Bessemer Trust, since November, 2005. From 2004 through October, 2005 he was a Partner, Merchant Banking, of Gregory & Hoenemeyer, Inc. From 2002 to 2004 he was Group
Executive Vice President, International, of New York Stock Exchange, Inc. From 1998 through 2001 he was a Managing Director of Deutsche Banc Alex. Brown. From 1995 through 1997 he was a General Partner of Asia/Pacific Capital Partners, and from 1983
to 1995 he was a Managing Director, Investment Banking, at Credit Suisse First Boston. Mr. Seaman holds an A.B. degree in Political Science from Stanford University and MBA and Juris Doctor degrees from Columbia University.
Director Qualifications
: Mr. Seaman has extensive investment banking experience as well as experience working for
the New York Stock Exchange, along with a legal and business background. He has operated effectively at the highest levels of his management. His leadership skills at these positions, along with his financial, business and legal acumen, add an
important dimension to the composition of our Board.
Michael A. Vlasic
has served on the Board of
Managers of Southern Bay Energy, LLC since its inception in 2004. He previously was a director of Texoil, Inc., a company with a class of equity securities registered under the Securities Exchange Act of 1934, where he served on the Executive
Committee from 1997 until its sale to Ocean Energy Inc. in 2001. For more than the past five years he has been Chief Executive Manager of Vlasic Investments LLC. He is a graduate of Brown University and holds an MBA from the University of Michigan.
Director Qualifications
: Mr. Vlasic has extensive investment experience in investing in oil and gas
exploration and production companies, and brings a financial and operational base to our Company that assists us in determining corporate strategy. His extensive experience in oversight of investments of small exploration and production companies
provides us with a valuable resource in our strategy.
Nick L. Voller
has been one of
GeoResources’ directors since March 2004. For over the past five years, he has been a shareholder with Voller Brakey Stillwell & Suess, P.C., a CPA firm located in Williston, North Dakota. He is a 1972 graduate of the University of North
Dakota.
Director Qualifications
: Mr. Voller has been a certified public accountant operating his own
CPA firm for many years. He brings to our Board his expertise as an accountant as well as an appreciation of the practical aspects of operating our business. He is also well acquainted with the local conditions in our Northern Region, which gives us
additional instructive and operational expertise.
Donald J. Whelley
has been a Managing Member of DJW
Advisors, LLC since 2008, advising clients on their direct oil and gas investments, strategic resources, litigation support and due diligence. From 1993 to 2008 he was Executive Vice President of John S. Herold, Inc., where he was
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Chief Financial Officer and responsible for managing valuation and consulting engagements. From 1991 to 1993 he was the Chief Financial Officer of Damson Oil Corporation, guiding it through its
bankruptcy and the ultimate disposition of its oil and gas properties. Prior to 1991 he held management positions with B&D Equities, Inc., a broker-dealer; Granada Corporation, an agricultural biotech company; Damson Oil Corporation; and Arthur
Anderson & Co. Mr. Whelley holds a B.S. degree in Accounting from Clarkson University.
Director
Qualifications
: Mr. Whelley has extensive industry experience in oversight of oil and gas investments, litigation support and due diligence. He brings to our Board of Directors an independent analytical skill set from a training perspective,
which assists us in determining our strategies. He has also operated as a Chief Financial Officer of a large exploration and production company, so his knowledge of inside administration will be helpful to us.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE ABOVE NOMINEES.
8
CORPORATE GOVERNANCE
During the year ended December 31, 2009, our Board of Directors held two meetings. In addition, the Board acts from time
to time by unanimous written consent in lieu of holding a meeting. During the year ended December 31, 2009, the Board effected one action by unanimous written consent.
While we do not have a formal policy regarding our Board members’ attendance at the Annual Meeting of Shareholders,
we have historically scheduled a meeting of the Board of Directors on the same day as our annual meeting so our Board members typically attend the Annual Meeting of Shareholders. In 2009, all members of our Board of Directors attended our Annual
Meeting of Shareholders.
Independence of Directors
The rules of the Nasdaq Stock Market require that a majority of our Board of Directors be independent directors, as
defined in Nasdaq Rule 5605(a)(2). The Nasdaq rules include a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. In addition, as
further required by the rules of Nasdaq, the Board of Directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board of Directors reviewed and discussed information provided by the Board of Directors and the Company with regard to each director’s
business and personal activities as they may relate to the Company and its management. In March 2010 we reviewed the independence of our directors. As a result of this review, the Board of Directors determined that five out of seven directors
serving on the Board are independent under Nasdaq Rules. As of March 2010, our independent directors were: Messrs. Joliat, Seaman, Vlasic, Voller and Whelley.
Board of Directors Diversity
The Board of Directors does not have a formal diversity policy. The Board considers candidates that will make the board as
a whole reflective of a range of talents, skills, diversity and expertise.
Board of Directors Leadership
Structure
Mr. Lodzinski serves as our Chairman of the Board, President and Chief Executive Officer. The
Board believes that Mr. Lodzinski is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry and is also the person most capable of effectively identifying strategic priorities and
leading the discussion and execution of strategy. In this combined role, Mr. Lodzinski is able to foster clear accountability and effective decision making. The Board believes that the combined role of Chairman and CEO strengthens the communication
between the Board of Directors and Company management. Further, as the individual with primary responsibility for managing day-to-day operations, Mr. Lodzinski is best positioned to chair regular Board meetings and ensure that key business issues
and risks are brought to our Board or Audit Committee’s attention. We believe that the creation of a lead independent director position is not necessary at this time.
9
Board of Directors Oversight of Risk
The Board of Directors has ultimate responsibility for general oversight of risk management processes. The Board receives
reports from Mr. Lodzinski on areas of risk facing the Company. Our risk management processes are intended to identify, manage and control risks so that they are appropriate considering our scope, operations and business objectives. The full Board
(or the appropriate Committee in the case of risks in areas for which responsibility has been delegated to a particular Committee) engages with the appropriate members of management to enable its members to understand and provide input to and
oversight of our risk identification, risk management and risk mitigation strategies. The Audit Committee also meets without management present to, among other things, discuss the Company’s risk management culture and processes. When a
Committee receives a report from a member of management regarding areas of risk, the Chairman of the relevant Committee will report on the discussion to the full Board to the extent necessary or appropriate. This enables the Board to coordinate risk
oversight, particularly with respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility.
Committees of the Board of Directors
To assist it in carrying out its duties, the Board has delegated certain authority to an Audit Committee, Nominating
Committee, Compensation Committee and Executive Committee as the functions of each are described below.
Audit Committee
Members until March 30, 2010: Directors Joliat (Chairman), Hunt and Voller
Members as of March 30, 2010: Directors Joliat (Chairman), Voller and Whelley
Number of Meetings in 2009: Six
Functions:
|
|
•
|
|
Assists the Board in fulfilling its oversight responsibilities as they relate to the Company’s accounting policies, internal controls,
financial reporting practices and legal and regulatory compliance;
|
|
|
•
|
|
Hires the independent auditors;
|
|
|
•
|
|
Monitors the independence and performance of the Company’s independent auditors and internal auditors;
|
|
|
•
|
|
Maintains, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management, internal
auditors and independent auditors; and
|
|
|
•
|
|
Oversees compliance with the Company’s policies for conducting business, including ethical business standards.
|
The Board of Directors adopted an Audit Committee Charter in 2000 and subsequently amended and restated the Charter in
March, 2004, which is available on our website at www.georesourcesinc.com.
10
Our Board of Directors has determined that Mr. Voller qualifies as an
“audit committee financial expert” as that term is defined in the listing standards of the Nasdaq Stock Market and the rules of SEC.
Our common stock is quoted on the Nasdaq Stock Market. Pursuant to Nasdaq rules, the Audit Committee is to be comprised
of three or more directors as determined by the Board of Directors, each of whom shall be “independent”. Our Board of Directors has determined that all members of the Audit Committee are independent, as defined in the listing standards of
the Nasdaq Stock Market and the rules of the SEC.
Nominating Committee
Members until March 30, 2010: Directors Stevens (Chairman), Hunt and Joliat
Members as of March 30, 2010: Directors Whelley (Chairman), Joliat and Seaman
Number of Meetings in 2009: One
The Nominating Committee nominates board candidates based on whom they believe will be effective in serving the long-term
interests of the Company and its shareholders. Candidates are evaluated based upon their backgrounds and the need for any required expertise on the Board and its committees. In 2007, the Board of Directors approved a charter for the Nominating
Committee which is available on our website at www.georesourcesinc.com.
Our Nominating Committee will
consider a candidate for a director position proposed by a shareholder. A candidate must be highly qualified in terms of business experience and be both willing and expressly interested in serving on the Board. A shareholder wishing to propose a
candidate for the Board’s consideration should forward the candidate’s name and information about the candidate’s qualifications to the GeoResources, Inc., Board of Directors, Nominating Committee, Attn: Chairman, 110 Cypress Station
Drive, Suite 220, Houston, Texas 77090-1629. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment history for at least the past five years indicating employer’s names and
description of the employer’s business, educational background and any other biographical information that would assist the Nominating Committee in determining the qualifications of the individual. The Nominating Committee will consider all
candidates, whether recommended by shareholders or members of management. The Nominating Committee will consider recommendations received by a date not later than 120 calendar days before the date our proxy statement was released to shareholders in
connection with the prior year’s annual meeting for nomination at that annual meeting. The Board will consider nominations received beyond that date at the annual meeting subsequent to the next annual meeting.
Compensation Committee
Members until March 30, 2010: Directors Joliat (Chairman), Hunt and Stevens
Members as of March 30, 2010: Directors Seaman (Chairman), Joliat and Vlasic
Number of Meeting in 2009: Two
In 2007, the Board of Directors approved a charter for the Compensation Committee which is available on our website at
www.georesourcesinc.com. The primary function of this Committee is to review and approve executive compensation and benefit programs. Additionally, this Committee approves the compensation of the Chief Executive Officer, Chief Financial Officer, and
any other
11
officers deemed appropriate. The Compensation Committee does not anticipate utilizing any compensation consultants at this time. Our Chief Executive Officer is expected to recommend to the
Compensation Committee the compensation for other executive officers and recommend director compensation.
Executive
Committee
Under the Company’s current Bylaws, Article III, Section 12, the Chairman of the Board
can appoint other committees in addition to the three current standing committees: Audit, Compensation, and Nomination. On April 17, 2007, the Chairman appointed an Executive Committee to be a working committee, assigned with regular tasks outlined
by our Board of Directors. The Chairman of this committee is Frank A. Lodzinski, with members Collis P. Chandler, III and Michael A. Vlasic. The Board of Directors has not adopted a charter for the Executive Committee.
Code of Ethics
Our Board of Directors has adopted a Code of Business Ethics (“Code”), which is posted on our website at
www.georesourcesinc.com. Our shareholders may also obtain a copy of our Code by requesting it in writing at 110 Cypress Station Drive, Suite 220, Houston, Texas 77090-1629 or by calling (281) 537-9920.
Our Code provides general statements of our expectations regarding ethical standards that we expect our directors,
officers and employees to adhere to while acting on our behalf. Among other things, the Code provides that:
|
|
•
|
|
We will comply with all laws, rules and regulations;
|
|
|
•
|
|
Our directors, officers, and employees are to avoid conflicts of interest and are prohibited from competing with us or personally exploiting our
corporate opportunities;
|
|
|
•
|
|
Our directors, officers, and employees are to protect our assets and maintain our confidentiality;
|
|
|
•
|
|
We are committed to promoting values of integrity and fair dealing; and
|
|
|
•
|
|
We are committed to accurately maintaining our accounting records under generally accepted accounting principles and timely filing our periodic
reports.
|
Our code also contains procedures for employees to report, anonymously or
otherwise, violations of the Code.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(d) during
2009, we are not aware of any director, officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the year.
12
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
The following Compensation Discussion and Analysis describes the material elements of compensation for the named executive
officers identified in the Summary Compensation Table below. As more fully described below, the Compensation Committee of the Board of Directors reviews and recommends to the full Board of Directors the total direct compensation programs for our
named executive officers. Our Chief Executive Officer, Frank A. Lodzinski, reviews the base salary, discretionary annual bonus and long-term compensation levels for the other named executive officers.
Compensation Philosophy and Objectives
Our compensation philosophy is to encourage growth in our oil and natural gas reserves and production, encourage growth in
cash flow and profitability, and enhance shareholder value through a compensation program that attracts and retains highly qualified executive officers. To achieve these goals, the Compensation Committee believes that the compensation of executive
officers should reflect our growth while ensuring fairness among the executive management team by recognizing the contributions each individual executive makes to our success.
The Compensation Committee believes compensation should include the following components:
|
|
•
|
|
A base salary that is commensurate with other small, independent oil and gas companies and provides a living wage for our executive officers;
|
|
|
•
|
|
Discretionary annual incentive compensation to reward hard work, individual responsibility and productivity, reserve growth, performance and
profitability; and
|
|
|
•
|
|
Long-term incentive compensation in the form of stock options.
|
The Compensation Committee periodically reviews data about the compensation of executives in the oil and gas industry but
does not conduct an in-depth review of comparable companies. Based on this review, we believe that the elements of our executive compensation program are comparable to those offered by our industry competitors.
Elements of Our Compensation Program
The compensation program for our executive officers is composed of three principal components: base salary, discretionary
annual incentive compensation and long-term incentive compensation in the form of stock options.
Base
Salary
. Base salaries (paid in cash) for our executives are established based on the scope and responsibilities, taking into account what we believe to be a fair working salary for executives in these positions, as well as competitive market
compensation paid by peer companies for similar positions. All of our named executive officers have worked with or for our Chief Executive Officer, Frank A. Lodzinski, for several years. From time to time, we review our executives’ base
13
salaries in comparison to salaries for executives in similar positions with similar responsibilities at comparable companies. Base salaries are reviewed annually and adjusted from time to time to
realign salaries after taking into account individual responsibilities, performance, experience and other criteria. We rely on the advice of Mr. Lodzinski in setting base salaries for our named executive officers other than him.
The Compensation Committee reviews, taking into account the Chief Executive Officer’s recommendations, the base
salaries for the named executive officers, except for the Chief Executive Officer, in the first quarter of each year. New base salary amounts are based on an evaluation of individual performance and expected future performance. On February 3,
2009, the Compensation Committee approved base salaries for our named executive officers commencing at the discretion of the Chief Executive Officer, Frank A. Lodzinski, but no earlier than April 1, 2009.
Discretionary Annual Incentive Compensation
. The Compensation Committee recommends to the Board, and the Board
subsequently approves, any annual bonuses for each named executive officer. On January 7, 2010, the Compensation Committee approved payment of bonuses to executive officers for 2009.
Long Term Incentive Compensation
. We believe the use of stock options creates an ownership culture that encourages
the long-term performance of our executive officers. In March 2007, our shareholders approved the GeoResources, Inc. Amended and Restated 2004 Employees’ Stock Incentive Plan (the “2004 Plan”). In October 2007, we issued options to
the named executive officers as set forth in the table below. On the grant date all of these options were not in the money and the option exercise prices are escalated. Also on February 3, 2009, the Compensation Committee approved stock option
grants to the named executive officers to purchase our common stock pursuant to our 2004 Plan. Fifty percent of the stock options are exercisable at $8.50 per share and fifty percent are exercisable at $10.00 per share. The stock options vest
equally between the two exercise prices in equal annual installments over a period of four years from the date of grant. The options have a term of 10 years and are subject to the terms and conditions of the 2004 Plan. These options were not
“in the money” at the date of grant in order to provide incentive for the named executive officers to continue to work diligently to increase the shareholder value through their ongoing full-time efforts. All of the above options will vest
upon a change in control of the Company. We have no employment agreements with our named executive officers.
14
Recent Actions
. The 2009 bonus payments, 2010 base salaries and the
February 2009 stock option grants are set forth in the table below.
|
|
|
|
|
|
|
|
|
Officer
|
|
2009
Bonus Amount ($)
|
|
2010
Base Salary ($)
|
|
Stock
Option
(Common Stock)(#)
|
|
|
|
|
|
|
Frank A. Lodzinski,
Principal Executive Officer and Chairman of the Board of Directors
|
|
25,000
|
|
175,000
|
|
100,000
|
|
|
|
|
|
|
Collis P. Chandler, III,
Executive Vice President and Chief Operating Officer - Northern Division
|
|
20,000
|
|
150,000
|
|
50,000
|
|
|
|
|
|
|
Francis M. Mury,
Executive Vice President and Chief Operating Officer - Southern Division
|
|
20,000
|
|
150,000
|
|
50,000
|
|
|
|
|
|
|
Howard E. Ehler,
Principal Financial Officer and Principal Accounting Officer
|
|
20,000
|
|
125,000
|
|
50,000
|
|
|
|
|
|
|
Robert J. Anderson,
Vice President, Business Development - Acquisitions and Divestitures
|
|
25,000
|
|
140,000
|
|
50,000
|
In
March 2009, the Compensation Committee approved annual base salaries as follows: Mr. Lodzinski $200,000, Mr. Chandler $160,000, Mr. Mury $165,000, Mr. Ehler $160,000 and Mr. Anderson $160,000. These salaries have not yet
been implemented and may be implemented at the sole discretion of the Chief Executive Officer.
Other
Benefits
. All employees may participate in our 401(k) Retirement Savings Plan (“401(k) Plan”) established many years ago. Each employee may make before tax contributions in accordance with the Internal Revenue Service limits. We
provide this 401(k) Plan to help our employees save a portion of their cash compensation for retirement in a tax efficient manner. Our matching contribution is an amount equal to 100% of the employee’s elective deferral contribution not to
exceed 4% of the employee’s compensation.
All full time employees, including our named executive
officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance.
Executive Compensation Business Risk Review
The ownership stake in the Company provided by our equity-based compensation and the extended vesting of these awards is
designed to align the interests of our executives with our shareholders and promote executive retention. At the same time, the Compensation Committee believes that, as a result of our focus on long-term incentive compensation, our executive
compensation program does not encourage our management to take unreasonable risks related to our business.
15
Accounting and Tax Considerations
Our option award policies are impacted by the generally accepted accounting principles, which require that we recognize
the fair value of these awards, as determined on the date of the grant, over their respective vesting periods. Fair value is determined by the use of an option pricing model.
We have structured our compensation program to comply with Internal Revenue Code Sections 162(m) and 409A. Under
Section 162(m) of the Internal Revenue Code, a limitation is placed on the tax deduction of any publically-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless
the compensation is performance-based. If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in
the first year they are not subject to substantial risk of forfeiture. In such case, the executive officer is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit included in income. We have no
individuals with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax deduction limit.
Equity Compensation Plan Information
The following sets forth information as of April 22, 2010, concerning our compensation plan under which shares of our
common stock are authorized for issuance.
|
|
|
|
|
|
|
|
|
|
PLAN CATEGORY
|
|
NUMBER OF
SECURITIES
TO
BE
ISSUED UPON
EXERCISE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
|
|
WEIGHTED
AVERAGE
EXERCISE
PRICE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
|
|
NUMBER
OF
SECURITIES
REMAINING
AVAILABLE
FOR
FUTURE
ISSUANCE
|
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated 2004 Employees’ Stock Incentive Plan
|
|
2,000,000
|
|
$
|
9.32
|
|
466,946
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders:
|
|
N/A
|
|
|
N/A
|
|
N/A
|
There
were not any employee options exercised during 2007, 2008 or 2009.
16
Summary Compensation Table
The following table presents the aggregate compensation earned by our named executive officers for the three fiscal years
ended December 31, 2009. We do not have any employment contracts with any of our named executive officers. There has been no compensation awarded to, earned by or paid to any employees required to be reported in any table or column in the
fiscal years covered by any table, other than what is set forth in the following table.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Nonequity
Incentive
Plan
Compensation
($)
|
|
All
Other
Compensation
($)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
Frank A. Lodzinski,
Principal Executive Officer and Chairman of the Board of
Directors
(1)
|
|
2009
|
|
175,000
|
|
25,000
|
|
|
|
441,185
|
|
—
|
|
—
|
|
641,185
|
|
|
2008
|
|
162,500
|
|
20,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,500
|
|
|
2007
|
|
150,000
|
|
—
|
|
—
|
|
317,200
|
|
—
|
|
—
|
|
467,200
|
|
|
|
|
|
|
|
|
|
|
|
Collis P. Chandler, III,
Executive Vice President and Chief Operating Officer - Northern
Division
(1)
|
|
2009
|
|
150,000
|
|
20,000
|
|
|
|
220,592
|
|
—
|
|
—
|
|
390,592
|
|
|
2008
|
|
150,000
|
|
17,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
167,500
|
|
|
2007
|
|
100,000
|
|
—
|
|
—
|
|
211,466
|
|
—
|
|
—
|
|
311,466
|
|
|
|
|
|
|
|
|
|
|
|
Francis M. Mury,
Executive Vice President and Chief Operating Officer - Southern
Division
(1)
|
|
2009
|
|
150,000
|
|
20,000
|
|
—
|
|
220,592
|
|
—
|
|
—
|
|
390,592
|
|
|
2008
|
|
143,750
|
|
17,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
161,250
|
|
|
2007
|
|
125,000
|
|
22,500
|
|
—
|
|
211,466
|
|
—
|
|
—
|
|
358,966
|
|
|
|
|
|
|
|
|
|
|
|
Howard E. Ehler,
Principal Financial Officer and Principal Accounting
Officer
(1)
|
|
2009
|
|
125,000
|
|
20,000
|
|
—
|
|
220,592
|
|
—
|
|
—
|
|
365,592
|
|
|
2008
|
|
120,000
|
|
17,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
137,500
|
|
|
2007
|
|
105,000
|
|
27,500
|
|
—
|
|
148,026
|
|
—
|
|
—
|
|
280,526
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Anderson,
Vice President, Business Development - Acquisitions and
Divestitures
(1)
|
|
2009
|
|
140,000
|
|
25,000
|
|
—
|
|
220,592
|
|
—
|
|
—
|
|
385,592
|
|
|
2008
|
|
135,000
|
|
17,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
152,500
|
|
|
2007
|
|
120,000
|
|
27,500
|
|
—
|
|
158,600
|
|
—
|
|
—
|
|
306,100
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey P. Vickers,
Vice President Northern Division (April 17, 2007 - September 30, 2008) Principal
Executive and Principal Accounting Officer (2006 - April 16, 2007)
|
|
2009
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
2008
|
|
104,858
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
104,858
|
|
|
2007
|
|
129,483
|
|
46,478
|
|
—
|
|
—
|
|
—
|
|
—
|
|
175,961
|
|
(1)
|
These individuals were not named executive officers prior to the April 17, 2007, Merger.
|
The amounts for option awards represent the estimated fair value at the date of grant. Fair value of the options is
determined by the Black-Scholes option pricing model. The terms of the option grants are set forth below in the table “Outstanding Equity Awards at Fiscal Year-End.”
17
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (a)
|
|
Number
of
Securities
Underlying
Unexercised/
Exercisable
Options
|
|
% of
Total
Options
Granted to
Employees
in
Fiscal Year
(c)
|
|
|
Option
Exercise
Price
($)
(d)
|
|
Option
Expiration
Date
(e)
|
|
Number of
Shares
or
Units of
Stock That
Have Not
Vested
(#)
(f)
|
|
Market
Value
of
Unexercised
In-The-Money
Options /
SARs
at
Year-End
($)
(g)**
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares, Units
or Other
Rights That
Have
Not
Vested
(#)
(i)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of Unearned
Shares, Units
or Other
Rights That
Have
Not
Vested
($)
(j)
|
|
Frank A. Lodzinski,
CEO
|
|
75,000
|
|
9.8
|
%
|
|
$
|
8.27
|
|
Oct 10, 2017
|
|
—
|
|
404,250
|
|
N/A
|
|
N/A
|
|
|
75,000
|
|
9.8
|
%
|
|
$
|
9.56
|
|
Oct 10, 2017
|
|
75,000
|
|
307,500
|
|
N/A
|
|
N/A
|
|
|
50,000
|
|
6.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
37,500
|
|
258,000
|
|
N/A
|
|
N/A
|
|
|
50,000
|
|
6.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
37,500
|
|
183,000
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Collis P. Chandler, III
|
|
50,000
|
|
6.5
|
%
|
|
$
|
8.27
|
|
Oct 10, 2017
|
|
—
|
|
269,500
|
|
N/A
|
|
N/A
|
|
|
50,000
|
|
6.5
|
%
|
|
$
|
9.56
|
|
Oct 10, 2017
|
|
50,000
|
|
205,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
18,750
|
|
129,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
18,750
|
|
91,500
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Francis M. Mury
|
|
50,000
|
|
6.5
|
%
|
|
$
|
8.27
|
|
Oct 10, 2017
|
|
—
|
|
269,500
|
|
N/A
|
|
N/A
|
|
|
50,000
|
|
6.5
|
%
|
|
$
|
9.56
|
|
Oct 10, 2017
|
|
50,000
|
|
205,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
18,750
|
|
129,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
18,750
|
|
91,500
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Anderson
|
|
37,500
|
|
4.9
|
%
|
|
$
|
8.27
|
|
Oct 10, 2017
|
|
—
|
|
202,125
|
|
N/A
|
|
N/A
|
|
|
37,500
|
|
4.9
|
%
|
|
$
|
9.56
|
|
Oct 10, 2017
|
|
37,500
|
|
153,750
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
18,750
|
|
129,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
18,750
|
|
91,500
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Howard E. Ehler,
CFO
|
|
35,000
|
|
4.6
|
%
|
|
$
|
8.27
|
|
Oct 10, 2017
|
|
—
|
|
186,650
|
|
N/A
|
|
N/A
|
|
|
35,000
|
|
4.6
|
%
|
|
$
|
9.56
|
|
Oct 10, 2017
|
|
35,000
|
|
143,500
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
18,750
|
|
129,000
|
|
N/A
|
|
N/A
|
|
|
25,000
|
|
3.3
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
18,750
|
|
91,500
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Vlasic,
Director
|
|
20,000
|
|
2.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
15,000
|
|
103,200
|
|
N/A
|
|
N/A
|
|
|
20,000
|
|
2.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
15,000
|
|
73,200
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Jay F. Joliat,
Director
|
|
20,000
|
|
2.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
15,000
|
|
103,200
|
|
N/A
|
|
N/A
|
|
|
20,000
|
|
2.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
15,000
|
|
73,200
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Scott R. Stevens,
Director*
|
|
20,000
|
|
2.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
15,000
|
|
103,200
|
|
N/A
|
|
N/A
|
|
|
20,000
|
|
2.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
15,000
|
|
73,200
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Nick L. Voller,
Director
|
|
20,000
|
|
2.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
15,000
|
|
103,200
|
|
N/A
|
|
N/A
|
|
|
20,000
|
|
2.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
15,000
|
|
73,200
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Christopher W. Hunt,
Director*
|
|
20,000
|
|
2.7
|
%
|
|
$
|
8.50
|
|
Feb 3, 2019
|
|
15,000
|
|
103,200
|
|
N/A
|
|
N/A
|
|
|
20,000
|
|
2.7
|
%
|
|
$
|
10.00
|
|
Feb 3, 2019
|
|
15,000
|
|
73,200
|
|
N/A
|
|
N/A
|
|
*
|
Resigned from the Board of Directors on March 30, 2010. As of the date of resignation, 5,000 shares of common stock were exercisable at $8.50
per share and 5,000 shares of common stock were exercisable at $10.00 per share.
|
|
**
|
Valued at market close price on December 31, 2009 of $13.66 per share.
|
18
Option Grants in Last Two Fiscal Years
. On April 7, 2010, we
granted 40,000 stock options under the Amended and Restated 2004 Employees’ Stock Incentive Plan (the “2004 Plan”) to a non-employee director that was appointed to the Board of Directors on March 30, 2010. During 2009, we granted
an aggregate of 750,000 stock options under the 2004 Plan, of which 300,000 were granted to the named executive officers and 200,000 to non-employee directors of the Company. During 2008 we granted 25,000 options to non-officer employees. We granted
an aggregate of 765,000 stock options in October 2007 of which 495,000 were granted to the named executive officers. If within the duration of any of the remaining outstanding options there is a corporate merger consolidation, acquisition of assets
or other reorganization and if such transaction affects the optioned stock, the optionee will thereafter be entitled to receive, upon exercise of his option, those shares or securities that he would have received had the option been exercised prior
to the transaction and the optionee had been a shareholder with respect to such shares. One half of the 2007 options vested on October 10, 2009; and an additional 25% of the options are exercisable on each yearly anniversary thereafter, until
October 10, 2011, when 100% of the options are exercisable. One-half of the options granted in 2008 become vested on June 19, 2010 and one fourth on June 19, 2011 and 2012, respectively. One fourth of the options granted in 2009
became vested on February 3, 2010 and the remainder will vest at a rate of one-third each year beginning February 3, 2011.
The Compensation Committee for our Board of Directors administers the outstanding options.
In 2007, our shareholders adopted the 2004 Plan. The 2004 Plan reserves 2,000,000 shares of our common stock for either
nonstatutory options or incentive stock options that may be granted pursuant to the terms of the plan. Of the 2,000,000 reserve shares, 466,946 shares remained outstanding as of April 22, 2010. Under the terms of the 2004 Plan, the option price
cannot be less than 100% of the fair market value of the common stock of the Company on the date of grant, and if the optionee owns more than 10% of the voting stock, the option price per share cannot be less than 110% of the fair market value.
Director Compensation
The following table sets forth all compensation paid to our directors in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Fees Earned or
Paid In
Cash
($)
|
|
Option
Awards
($)
|
|
Total
($)
|
|
Frank A. Lodzinski
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Collis P. Chandler, III
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Christopher W. Hunt
|
|
$
|
35,000
|
|
$
|
176,400
|
|
$
|
211,400
|
|
Jay F. Joliat
|
|
$
|
35,000
|
|
$
|
176,400
|
|
$
|
211,400
|
|
Michael A. Vlasic
|
|
$
|
23,000
|
|
$
|
176,400
|
|
$
|
199,400
|
|
Scott R. Stevens
|
|
$
|
27,000
|
|
$
|
176,400
|
|
$
|
203,400
|
|
Nick L. Voller
|
|
$
|
31,000
|
|
$
|
176,400
|
|
$
|
207,400
|
Our
employee directors do not receive compensation for being a director. On February 3, 2009, the Compensation Committee of the Board of Directors of the Company adopted a compensation structure for non-employee directors effective for fiscal 2009.
Each non-employee director receives annual compensation of $23,000; each member of the Audit Committee receives an additional $8,000 per year; and each member of the Compensation Committee receives an additional $4,000 per year. Additionally, each
non-employee director, as of February 3, 2009, was granted stock options under the 2004 Plan to purchase 40,000 shares of common stock with exercise prices of
19
$8.50 per share for 20,000 shares and $10.00 per share for the remaining 20,000 shares. The stock options vest equally between the two exercise prices in equal annual installments over a period
of four years from the date of grant. The options have a term of 10 years and are subject to the terms and conditions of the 2004 Plan. The February 3, 2009, closing price of our common stock was $7.62 per share.
On April 7, 2010, the Compensation Committee of the Board granted stock options under the 2004 Plan to
Mr. Whelley, a non-employee director who was appointed to the Board of Directors on March 30, 2010, to purchase 40,000 shares of common stock with exercise prices of $17.50 per share for 20,000 shares and $20.00 per share for the remaining
20,000 shares. The stock options vest equally between the two exercise prices in equal annual installments over a period of four years from the date of grant. The options have a term of 10 years and are subject to the terms and conditions of the
2004 Plan. The April 7, 2010, closing price of our common stock was $17.27 per share. The Compensation Committee did not grant any stock options to Mr. Seaman, our other non-employee director who was appointed to the Board on
March 30, 2010, because his employer does not permit him to accept compensation for his role as a Director.
Employment Contracts and Termination of Employment Agreements
We have no employment contracts in place with any of our executive officers, who serve at the will of our Board of
Directors. We also have no compensatory plan or arrangement with respect to any executive officer where such plan or arrangement will result in payments to such officer upon or following his resignation, retirement, or other termination of
employment with us and our subsidiaries, or as a result of a change-in-control of the Company or a change in the executive officers’ responsibilities following a change-in-control.
Compensation Committee Interlocks and Insider Participation
During fiscal 2009, Jay F. Joliat served as Chairman of the Compensation Committee and Christopher W. Hunt and Scott R.
Stevens served as Committee members. None of the Company’s Compensation Committee members was, during the past fiscal year, an officer or employee of the Company, nor is any member a former employee of the Company. None of the Compensation
Committee members and none of the Company’s executive officers have a relationship that would constitute an interlocking relationship with executive officers or directors of another entity and no interlocking relationship existed in fiscal
2009.
20
COMPENSATION COMMITTEE REPORT
The following report of the Compensation Committee of the Company shall not be deemed to be “soliciting
material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended.
The Compensation Committee of our Board of Directors oversees GeoResources,
Inc.’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. In
reliance on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis set forth above under “Compensation Discussion and Analysis” be included in this Proxy Statement and
incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
COMPENSATION
COMMITTEE
Bryant W. Seaman (Chairman)
Jay F. Joliat
Michael A. Vlasic
21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our accounts receivable at December 31, 2009 and 2008, includes $786,000 and $2,311,000, respectively, due from SBE
Partners LP (“SBE Partners”). Our accounts receivable at December 31, 2009 and 2008, also includes $148,000 and $594,000, respectively, due from OKLA Energy Partners LP (“OKLA Energy”). Both of these partnerships are oil and
gas limited partnerships for which a subsidiary of ours serves as general partner. These amounts represent the limited partnerships’ share of property operating expenditures incurred by our subsidiaries on their behalf, as well as accrued
management fees. Our accounts payable at December 31, 2009 and 2008, includes $7,583,000 and $9,333,000, respectively, due to the SBE Partners for oil and gas revenues collected on its behalf. Our accounts payable at December 31, 2009 and
2008, also includes $776,000 and $977,000, respectively, due to OKLA Energy for oil and gas revenues collected on its behalf. We earned partnership management fees during the years ended December 31, 2009, 2008, and 2007 of $1,007,000,
$1,725,000, and $969,000, respectively.
Our subsidiaries operate the majority of oil and gas properties in
which the two limited partnerships have an interest. Under this arrangement, we collect revenues from purchasers and incur property operating and development expenditures on each partnership’s behalf. These revenues are paid monthly to each
partnership, which in turn reimburses us for the partnership’s share of expenditures.
In May 2009,
through our subsidiary, Catena Oil and Gas LLC (“Catena”), we entered into a purchase and sale agreement with an affiliated limited partnership, SBE Partners. Catena purchased the properties for $49,340,000. As the general partner of SBE
Partners, Catena received a distribution from the partnership of $987,000 as a result of the sale. The net purchase price for the properties was $48,353,000.
Related Party Transaction Policies
Our officers and directors are required to obtain Audit Committee approval for any proposed related party transactions. In
addition, our Code requires that each director, officer and employee must do everything he or she reasonably can to avoid conflicts of interest or the appearance of conflicts of interest. Our Code states that a conflict of interest exists when an
individual’s private interest interferes in any way or even appears to interfere with our interests and sets forth a list of broad categories of the types of transactions that must be reported to our Board. Under our Code, we reserve the right
to determine when an actual or potential conflict of interest exists and then to take any action we deem appropriate to prevent the conflict of interest from occurring.
22
INDEPENDENT PUBLIC ACCOUNTANTS
Our independent public accounting firm is Grant Thornton LLP (“Grant Thornton”). This firm audited our
financial statements for the year ended December 31, 2009. A representative of Grant Thornton is not expected to be present at the Meeting but, if present, will respond to appropriate questions.
The audit reports of Grant Thornton on our consolidated financial statements as of and for the year ended
December 31, 2009 did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
Principal Accountant Fees and Services
During 2009 and 2008, we paid the following fees to Grant Thornton, our principal accountant:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
Audit Fees
|
|
$
|
531,035
|
|
$
|
391,945
|
|
Audit-Related Fees
|
|
|
21,200
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
$
|
552,235
|
|
$
|
391,945
|
|
|
|
|
|
|
|
|
To help assure independence of the
independent auditors, the Audit Committee of our Board of Directors has established a policy whereby all audit, review, attest and non-audit engagements of the principal accountant or other firms must be approved in advance by the Audit Committee;
provided, however, that de minimis non-audit services may instead be approved in accordance with applicable Securities and Exchange Commission rules. This policy is set forth in our Audit Committee Charter. Of the fees shown above in the table,
which were paid to our principal accountant, 100% were approved by the Audit Committee.
23
AUDIT COMMITTEE REPORT
The following report of the Audit Committee of the Company shall not be deemed to be “soliciting material”
or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.
Our Audit Committee reports to and acts on behalf of our Board of Directors by providing
oversight of our financial management, independent auditors and financial reporting procedures. An amended Audit Committee Charter was adopted in 2004. Our management is responsible for preparing our financial statements, and our independent
auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of these activities by our management and the independent auditors. In this context, the Audit Committee has met and held
discussions with management and the independent auditors. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and the independent auditors.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not
experts in the fields of accounting or auditing, including auditor independence. The members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the
independent accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial
statements have been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles, or that our auditors are in fact
“independent.”
The Audit Committee has discussed with the independent auditors matters required to
be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the independent auditors provided to the Audit Committee the written disclosures required by the Securities and Exchange Commission and
the Public Accounting Oversight Board, and the Audit Committee and the independent auditors have discussed the auditors’ independence from the Company and its management, including the matters in those written disclosures. Additionally, the
Audit Committee considered the fees and costs billed and expected to be billed by the independent auditors for our audit services. The Audit Committee has discussed with management the procedures for selection of consultants and the related
competitive bidding practices and fully considered whether those services provided by the independent auditors are compatible with maintaining auditor independence.
The Audit Committee has discussed with the independent auditors, with and without management present, their evaluations
of our internal accounting controls and the overall quality of our financial reporting.
In reliance on the
reviews and discussions with management and the independent auditors referred to above, the Audit Committee recommended to the Board of Directors and the Board has approved, the inclusion of the audited financial statements in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, for filing with the Securities and Exchange Commission.
AUDIT
COMMITTEE (as of March 30, 2010)
Jay F. Joliat (Chairman)
Christopher W. Hunt
Nick L. Voller
24
SHAREHOLDER PROPOSALS
Under the rules of the SEC, if a shareholder wants us to include a proposal in our proxy statement and form of proxy for
presentation at our 2011 Annual Meeting of Shareholders, the proposal must be received by us at our principal executive offices at 110 Cypress Station Drive, Suite 220, Houston, Texas 77090-1629 by January 10, 2011. The proposal should be sent
to the attention of our Secretary.
The SEC also sets forth procedures under which shareholders may make
proposals outside of the process described above in order for a shareholder to nominate persons for election as Directors or to introduce an item of business at an Annual Meeting of Shareholders. These procedures require that shareholders must
submit nominations or items of business in writing to the Secretary of the Company at our principal executive offices. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2011 Annual
Meeting no later than 45 days in advance of the 2010 Annual Meeting if it is being held within 30 days preceding the anniversary date (June 10, 2010) of this year’s Meeting, which is a reasonable time before the Company will begin printing and
sending its proxy materials.
For any other meeting, the nomination or item of business must be received by
the tenth day following the date of public disclosure of the date of the meeting. These requirements are separate from and in addition to the SEC’s requirements described in the first paragraph of this section relating to including a proposal
in our proxy statements.
For the past few years we have held our Annual Meeting of Shareholders at the end of
October; however, we intend to hold our future Annual Meetings the first or second Thursday of June. Assuming that our 2011 Annual Meeting is held on schedule, we must receive notice of your intention to introduce a nomination or other item of
business at that meeting by April 27, 2011, which is a reasonable time before the Company will begin printing and sending its proxy materials.
In order to curtail controversy as to the date on which a proposal was received by us, it is suggested that proponents
submit their proposals by certified mail-return receipt requested. Such proposals must also meet the other requirements established by the Securities and Exchange Commission for shareholder proposals.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Because of our small size, we feel it is not necessary to develop formal processes by which shareholders may communicate
directly with directors. Instead, we believe that our informal process by which any communication sent to the Board of Directors either generally or in care of a corporate officer, has served our shareholders’ needs. In view of recently adopted
SEC disclosure requirements related to this issue, the Board of Directors expects to review in the coming months whether more specific procedures are required. Until any other procedures are developed and posted on our website at
www.georesourcesinc.com, any communication to the Board of Directors may be mailed to the Board, in care of our Secretary, at P.O. Box 1505, Williston, North Dakota 58801-1505 or contact the Secretary at (701) 572-2020, Ext. 113. Shareholders
should clearly note on the mailing envelope that the letter is a “Shareholder-Board Communication.” All such communications should identify the author as a shareholder and clearly state whether the intended recipients are all members of
the Board of Directors or just certain specified individual directors. Our Secretary will make copies of all such communications and circulate them to the appropriate director or directors.
25
OTHER BUSINESS
We know of no other matters to be presented at the Meeting. If any other matter properly comes before the Meeting, the
appointed proxies will vote the proxies in accordance with their best judgment.
ACCOMPANYING
DOCUMENTS TO SHAREHOLDERS
A copy of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement or has been sent to shareholders previously. No part of this document is incorporated herein and no part thereof is to be considered proxy
soliciting material.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements
for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as
“householding,” potentially means extra convenience for shareholders and cost savings for companies.
This year, a number of brokers with account holders who are GeoResources shareholders may be “householding”
proxy materials. A single proxy statement may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be
“householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and
would prefer to receive a separate proxy statement and annual report in the future, please notify your broker. A shareholder who wishes to receive a separate copy of the proxy statement and annual report now, should submit a written request to
Secretary, GeoResources, Inc., P.O. Box 1505, Williston, North Dakota 58801-1505 or contact the Secretary at (701) 572-2020, Ext. 113. Shareholders who currently receive multiple copies of the proxy statement at their addresses and would like
to request “householding” of their communications should contact their brokers.
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By Order of The Board of Directors.
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GEORESOURCES, INC.
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CATHY KRUSE
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Corporate Secretary
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Dated: April 28, 2010
26
FORM OF PROXY CARD
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
: The Notice and Proxy Statement, Form 10-K
and Annual Report is/are available at www.eproxy.com/geoi.
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GEORESOURCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS JUNE 10, 2010
The undersigned shareholder of GeoResources, Inc.,
acknowledges receipt of the Proxy Statement and Notice of Annual Meeting of Shareholders to be held on Thursday, June 10, 2010, at 1:00 p.m., local time, at 1999 Broadway, Suite 3150, Denver, Colorado, and hereby appoints Frank A. Lodzinski and
Collis P. Chandler, III, each with the power of substitution, as Attorneys and Proxies to vote all the shares of the undersigned at said meeting and at all adjournments thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The above-named Attorneys and Proxies are instructed to vote all of the undersigned’s shares as follows:
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF
DIRECTORS AND FOR EACH PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED REPLY ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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GEOI
GEORESOURCES, INC.
110 Cypress Station Drive, Suite 220
Houston, Texas 77090
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COMPANY #
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Vote by Internet, Telephone or Mail 24 Hours a
Day, 7 Days a Week
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Your phone or Internet vote
authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
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INTERNET
– www.eproxy.com/geoi
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Use the Internet to vote your proxy
until 12:00 p.m. (CT) on June 9, 2010.
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PHONE – 1-800-560-1965
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Use a touch-tone telephone to vote
your proxy until 12:00 p.m. (CT) on June 9, 2010.
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MAIL
– Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
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If you vote your proxy by
Internet or by Telephone, you do NOT need to mail back your Proxy Card.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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The Board of Directors recommends that you vote FOR the following:
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1.
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Election of Directors
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¨
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¨
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¨
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Nominees
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01 Frank A.
Lodzinski 02 Collis P. Chandler, III 03 Jay F. Joliat 04 Bryant W. Seaman, III
05 Michael A. Vlasic 06 Nick L. Voller 07 Donald J. Whelley
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The Board of Directors
recommends you vote FOR the following proposal(s):
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For
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Against
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Abstain
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2.
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Transactions of such other matters
as may properly come before the meeting and any adjournments thereof.
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¨
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¨
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¨
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NOTE:
In their discretion,
upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s).
If no direction is made, this proxy will be voted FOR Items 1 and 2. If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion.
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Yes
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No
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Please indicate if you plan to attend this meeting
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¨
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¨
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Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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