UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): May 11, 2009
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32747
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86-0460233 |
| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification No.) |
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| One BriarLake Plaza, Suite 2000 |
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| 2000 West Sam Houston Parkway South |
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| Houston, Texas
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77042 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 954-5500
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 2.02 |
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Results of Operations and Financial Condition, and Item 7.01 Regulation FD Disclosure. |
On May 11, 2009, Mariner Energy, Inc. (“Mariner”) issued a press release that announced results for
the first quarter ended March 31, 2009, provided an operational update, and gave information about
a conference call to discuss these matters. The call is scheduled for May 12, 2009 at 11:00 a.m.
Eastern Time (10:00 a.m. Central Time). A copy of the press release is attached as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers, and Item 8.01 Other Events.
At the annual meeting held on May 11, 2009, Mariner’s stockholders:
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elected each of Bernard Aronson and H. Clayton Peterson as a Class I director to serve
until the annual stockholders meeting in 2012, |
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ratified the selection of Deloitte & Touche LLP as independent auditors for the fiscal
year ending December 31, 2009, and |
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approved the Mariner Energy, Inc. Third Amended and Restated Stock Incentive Plan (the
“Plan”). |
The Plan’s objectives are to encourage Mariner’s employees, directors and consultants to acquire or
increase their equity interest in Mariner and to provide a means whereby they may develop a sense
of proprietorship and personal involvement in its development and financial success. The Plan also
is designed to enhance Mariner’s ability to attract and retain the services of individuals who are
essential for its growth and profitability. The Plan originally became effective March 11, 2005,
was amended and restated on March 2, 2006, further amended on March 16, 2006, amended and restated
on February 6, 2007, and further amended and restated on May 11, 2009.
Awards to participants under the Plan may be made in the form of incentive stock options,
non-qualified stock options or restricted stock. Effective May 11, 2009, the Plan increased to
12,500,000 from 6,500,000 the maximum number of shares of Mariner’s common stock that can be issued
to Plan participants, and increased the number of shares that can be issued to any one employee to
5,700,000 from 2,850,000. Subject to the terms of the Plan, the participants to whom awards are
granted, the type or types of awards granted, the number of shares covered by each award, and the
purchase price, conditions and other terms of each award are determined by Mariner’s board of
directors or a committee thereof appointed by the board to administer the Plan (the “committee”).
Unless sooner terminated, no award may be granted under the Plan after October 12, 2015. Mariner’s
board of directors or the committee may amend, alter, suspend, discontinue, or terminate
(collectively, “change”) the Plan without the consent of any stockholder, participant, other holder
or beneficiary of an award, or other person, except that:
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without the approval of Mariner’s stockholders, no change can be made that would |
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increase the total number of shares that may be issued under the Plan, except
as provided in the Plan with respect to stock dividends or splits, or with respect to
mergers, recapitalizations, reorganizations, spin-offs or other unusual transactions
or events, |
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permit the exercise price of any outstanding option that is “underwater” to
be reduced or for an “underwater” option to be cancelled and replaced with a new
award, |
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include participants other than employees, non-employee directors and
consultants, or |
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materially increase benefits accrued to participants under the Plan; and |
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no change can materially adversely affect the rights of a participant under an award
without the participant’s written consent. |
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In addition, the Plan may not be amended or terminated in any manner that would cause the Plan or
any amounts or benefits payable under the Plan to fail to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, to the extent applicable.
A copy of the Plan is attached as Exhibit 10.1 and incorporated herein by reference. The above
description of the Plan is a summary and is qualified in its entirety by the complete text of the
Plan.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
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| No. |
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Description |
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10.1
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Mariner Energy, Inc. Third Amended and Restated Stock Incentive Plan,
effective as of May 11, 2009 |
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99.1
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Press Release dated May 11, 2009 |
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