ERIN ENERGY CORPORATION (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2016 ERIN ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 1330 Post Oak Blvd., Suite 2250, Houston, Texas (Address of principal executive offices) (Zip Code) (713) (Registrant s telephone number, including area code) (I.R.S. Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Active

2 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of Director, Chairman of the Board and Chief Executive Officer Dr. Kase Lukman Lawal has informed Erin Energy Corporation (the Company ) that he will be retiring from service as a member of its board of directors (the Board ) and as the Chairman of the Board and the Chief Executive Officer of the Company effective as of the first day after the Company s 2016 annual stockholders meeting (the Annual Meeting ). Dr. Lawal s decision to retire from service to the Company did not involve any disagreement with the Company, the Company s management or the Board. Appointment of Chairman of the Board Subject to his reelection to the Board by the Company s stockholders at the Annual Meeting, the Board has appointed John Hofmeister to replace Dr. Lawal as the Chairman of the Board. This appointment will become effective as of the first day after the Annual Meeting. Mr. Hofmeister, 68, has served on the Company s Board since April 2010, and he currently serves as the Chairman of the Board s Compensation Committee and a member of the Nominating and Corporate Governance Committee. Upon retirement from Shell Oil Company in July 2008, Mr. Hofmeister founded the not-for-profit (501(c)(3)), nationwide membership association, Citizens for Affordable Energy, a public policy education firm that promotes sound U.S. energy security solutions for the nation. Mr. Hofmeister was named President of Houston-based Shell Oil Company in March 2005, heading the U.S. Country Leadership Team, which included the leaders of all Shell businesses operating in the United States. He became President after serving as Group Human Resource Director of the Shell Group, based in The Hague, Netherlands. Mr. Hofmeister also has held key leadership positions in General Electric, Nortel and AlliedSignal (now Honeywell International). Mr. Hofmeister served as Chairman of the National Urban League and is a member of the U.S. Department of Energy s Hydrogen and Fuel Cell Technical Advisory Committee. He also serves as a non-executive director of Hunting PLC, a Londonbased supplier to the oil and gas industry (since August 2009), and Applus Services SA, a publicly held, Madrid-listed company in the test, inspection and certification industry (since July 2013). He serves on the boards of the Foreign Policy Association, Strategic Partners, LLC, the Gas Technology Institute and Fuel Freedom Foundation and is a member of the National Petroleum Council. Mr. Hofmeister is a Fellow of the National Academy of Human Resources. He also is a past Chairman and serves as Director Emeritus of the Greater Houston Partnership. Mr. Hofmeister earned bachelor s and master s degrees in political science from Kansas State University. He was awarded doctors of letters degrees from the University of Houston and Kansas State University. There are no arrangements or understandings between Mr. Hofmeister and any other person pursuant to which he was selected as Chairman of the Board, nor are there any family relationships between Mr. Hofmeister and any of the Company s directors or executive officers. There are no transactions between Mr. Hofmeister and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ). As the Chairman of the Board, Mr. Hofmeister s compensation will consist of cash compensation of $170,000 per year and an annual long-term incentive award of restricted stock valued at $224,000, valued and vesting in accordance with the Company s Board Compensation Plan. For a description of the plan, please see the section titled Compensation Discussion and Analysis Director Compensation in the Company s most recent proxy statement. Active

3 Appointment of Chief Executive Officer The Board has appointed Segun Omidele, the Company s Chief Operating Officer, to replace Dr. Lawal as the Company s Chief Executive Officer effective as of the first day after the Annual Meeting. Mr. Omidele, 61, has been with the Company since The Board appointed Mr. Omidele as the Chief Operating Officer on September 9, Upon assuming the office of Chief Executive Officer, Mr. Omidele will no longer be the Chief Operating Officer. From 2011 until his appointment as the Chief Operating Officer, Mr. Omidele served as the Company s Senior Vice President, Exploration and Production. Prior to joining the Company, he served as Senior Vice President, Exploration and Production for Allied Energy Corporation, a role he held since October He was also appointed as the Managing Director of its Nigerian subsidiary, Allied Energy Plc, in February Prior to joining Allied Energy Corporation, Mr. Omidele worked for 28 years with various Shell Oil companies in Nigeria, the United Kingdom and the United States, where he held several technical and management positions. He left the services of Shell E&P, Africa as Resource Volume Manager for Africa in September Mr. Omidele holds a bachelor s degree in petroleum engineering from the University of Ibadan, Nigeria and a master s degree in petroleum engineering from the University of Houston. He is also a graduate of the Advanced Management Program of Harvard Business School. He is a member of the Society of Petroleum Engineers and the Nigerian Society of Engineers. There are no arrangements or understandings between Mr. Omidele and any other person pursuant to which he was selected as Chief Executive Officer, nor are there any family relationships between Mr. Omidele and any of the Company s directors or executive officers. There are no transactions between Mr. Omidele and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Exchange Act. As the Chief Executive Officer, Mr. Omidele s compensation will consist of a base salary of $350,000 per year, a discretionary cash performance bonus of 0-100% of base salary and an annual long-term incentive equity award valued at up to 200% of base salary, awarded in accordance with the Company s Amended 2009 Equity Incentive Plan, as amended. Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 11, 2016, the Board approved the First Amendment (the First Amendment ) to the Amended and Restated Bylaws of the Company. The First Amendment updates the Company s name from CAMAC Energy Inc. to Erin Energy Corporation, changes the director removal procedure to allow for the removal of a director with or without cause by a majority vote of the stockholders, makes the appointment of certain officers permissive rather than mandatory and removes the requirement that the Chief Executive Officer also be a director. The foregoing description of the terms of the First Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to, the First Amendment, which is filed herewith as Exhibit 3.1. Item Other Events. On March 14, 2016, the Company issued a press release relating to the change in the Board s composition. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This information shall not be deemed filed for purposes of Section 18 of the Exchange Act, or incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Active

4 Item 9.01 Financial Statements and Exhibits. 3.1 First Amendment to Amended and Restated Bylaws Press release issued by Erin Energy Corporation, dated March 14, Active

5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ERIN ENERGY CORPORATION Date: March 17, 2016 By: /s/ Daniel Ogbonna Daniel Ogbonna Senior Vice President and Chief Financial Officer Active

6 Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF ERIN ENERGY CORPORATION This First Amendment to the Amended and Restated Bylaws of Erin Energy Corporation, a Delaware corporation (the Corporation ), is dated as of March 11, 2016 (this First Amendment ). Recitals A. The Amended and Restated Bylaws of the Corporation (the Bylaws ) were previously amended and restated by resolution of the Board of Directors of the Corporation (the Board ) on April 11, B. The Board has approved the amendment to the Bylaws as set forth below, in accordance with Article VI of the Amended and Restated Certificate of Incorporation, as amended, and Article VIII of the Bylaws, effective as of the date of this First Amendment. NOW, THEREFORE, the Bylaws are hereby amended as follows: Amendment 1. Article I, Section 1.1 of the Bylaws shall be deleted in its entirety and is amended to read in full as follows: Registered Office. The registered office of Erin Energy Corporation (the Corporation ) shall be located in the City of Dover, County of Kent, and State of Delaware. 2. Article III, Section 3.6 of the Bylaws shall be deleted in its entirety and is amended to read in full as follows: Removal. Except for such additional directors, if any, elected by a series of Preferred Stock then outstanding, any Director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the holders of the voting power of all of the then outstanding shares of the capital stock of the Corporation then entitled to vote at an election of Directors, voting together as a single class. Nothing in this Section 3.6 shall be deemed to affect any rights of the holders of any series of Preferred Stock to remove Directors pursuant to any applicable provisions of the Certificate of Incorporation. 1

7 3. Article IV, Section 4.1 of the Bylaws shall be deleted in its entirety and is amended to read in full as follows: Designation, Term and Vacancies. The officers of the Corporation may be a Chief Executive Officer, a President, a Chief Operating Officer, one or more Vice Presidents, a Corporate Secretary and a Chief Financial Officer and/or Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may elect one or more Executive Vice Presidents, Senior Vice Presidents, or Assistant Vice Presidents, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. The Board of Directors may appoint one or more Assistant Corporate Secretaries and one or more Assistant Treasurers, and such other officers as may be deemed necessary, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. Vacancies occurring among the officers of the Corporation shall be filled by the Board of Directors. Subject to Section 4.2 of this Article 4, officers elected by the Board of Directors shall hold office until the next annual election of such officers by the Directors and until their successors are elected and qualified or until such officer s death, resignation or removal. All other officers, agents and employees shall hold office during the pleasure of the Board of Directors or the officer appointing them. Any two or more offices may be held by the same person, with the exception that the Chief Executive Officer and President shall not also hold the office of Corporate Secretary or the office of Chief Financial Officer and/or Treasurer. 4. Article IV, Section 4.3 of the Bylaws shall be deleted in its entirety and is amended to read in full as follows: Chief Executive Officer. The Chief Executive Officer shall have general charge of the affairs and business of the Corporation and general charge and supervision of all the officers, agents and employees of the Corporation, subject to the control and direction of the Board of Directors. He or she shall exercise all powers and perform all duties incident to the principal executive office of the Corporation, subject to the control and direction of the Board of Directors, and such other powers and duties as may from time to time be assigned to him or her by the Board of Directors or be prescribed by these Bylaws. Also in the absence or inability of the Chairman to act, he or she shall preside at all meetings of stockholders. He or she may sign and execute in the name of the Corporation all deeds, mortgages, bonds, contracts, powers of attorney, or other instruments 2

8 authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, and he or she may, without previous authority of the Board of Directors, make, in the name of the Corporation, such contracts, leases, and other agreements as the ordinary conduct of the Corporation s business requires. He or she may sign and endorse notes, drafts, and checks. He or she shall have power to select and appoint all necessary officers and servants, except those elected or appointed or required to be elected or appointed by the Board of Directors, and he or she shall also have power to remove all such officers and servants and to make appointments to fill the vacancies. He or she may delegate any of his powers to the President or the Chief Operating Officer of the Corporation. 5. Except as amended by this First Amendment, the Bylaws remain the same and in full force and effect. 3

9 I hereby certify that this First Amendment was duly adopted by the Board to be effective as of March 11, By: /s/ Jean-Michel Malek Name: Jean-Michel Malek Senior Vice President, General Counsel and Corporate Title: Secretary Signature Page to the First Amendment to the Amended and Restated Bylaws of Erin Energy Corporation

10 Exhibit 99.1 News Release March 14, 2016 John Hofmeister Appointed Chairman of Erin Energy HOUSTON, March 14, 2016 Erin Energy Corporation ( Erin Energy or the Company ) (NYSE MKT: ERN) (JSE: ERN) announced today the appointment of John Hofmeister, a former President at Shell Oil Company, as Chairman of the Board of Erin Energy Corporation. The appointment will be effective the day immediately following Erin Energy s annual meeting of shareholders (the Annual Meeting ), expected to take place in late-may 2016, when current Chairman and Chief Executive Officer (CEO), Kase Lawal, has decided to retire as an officer and director. The Company also announced the appointment of its current Chief Operating Officer, Segun Omidele, as CEO. Like Hofmeister, Omidele will assume the role following the Company s Annual Meeting in May, starting an orderly leadership transition over the next three months. Commenting, Lawal said: This is an exciting time for Erin Energy. The board of directors has identified two outstanding individuals to take the Company to the next level. Both John and Segun are intimately familiar with our business, each has a diverse set of skills, and a combined wealth of experience in the energy sector. I look forward to working with Segun, the board and the management team during this transition period. Lawal continued, As part of our ongoing strategy, the roles of Chairman and CEO are to be separated as we continue applying global standards to our corporate governance and ensuring complete independence of the board. I am very excited about the future growth potential of the company and will be available to the board in an advisory capacity. Hofmeister, as President of Shell Oil Company, led the company s US Country Coordination Team of Businesses/Functions of the Shell Group in the US. He initiated and managed the portfolio, profitability, people and reputation objectives of US businesses on behalf of Shell Chief Executive, Board of Directors and shareholders and represented the interests of Shell Group to US stakeholders, including investors, government, communities and the general public. Hofmeister has also held key executive leadership positions at General Electric, Nortel, and Allied Signal (now Honeywell International) and currently serves on the boards of Hunting, plc and Applus Services SA. He is also a member of the National Petroleum Council in Washington, D.C. Omidele a 36-year exploration and production professional has been with the Company since He also served as Senior Vice President for Exploration and Production for Allied Energy Corporation from 2008 to Prior to Allied Energy, Omidele held various senior technical and management positions with Shell Oil companies in Nigeria, UK and USA for more than 28 years. He holds a Master s degree in Petroleum Engineering from the University of Houston and he is a graduate of the Advanced Management Program from Harvard University.

11 About Erin Energy Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in sub-saharan Africa. Its asset portfolio consists of 9 licenses across 4 countries covering an area of 40,000 square kilometers (10 million acres), including current production and other exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy is headquartered in Houston, Texas, and is listed on the New York and Johannesburg Stock Exchanges under the ticker symbol ERN. Source: Erin Energy Corporation Contact: Lionel McBee Director, Investor Relations and Corporate Communications lionel.mcbee@erinenergy.com