UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 9, 2023, Tellurian Inc. (the “Company”) appointed Simon Oxley as the Chief Financial Officer of the Company effective as of June 1, 2023, to replace Khaled Sharafeldin, who (i) has been serving as the interim Chief Financial Officer of the Company since March 3, 2023 and (ii) will remain the Company’s Chief Accounting Officer immediately following Mr. Oxley’s appointment as Chief Financial Officer.
Mr. Oxley, 45, most recently served as Managing Director and Co-Head of Oil & Gas Investment Banking for Europe, the Middle East, and Africa (EMEA) (May 2016–May 2023) at Barclays Investment Bank, where he led a number of liquefied natural gas (“LNG”)-related transactions due to his extensive knowledge of the LNG business. From September 2009 to May 2023, he held positions of increasing responsibility with Barclays Investment Bank, where he was involved with numerous energy client transactions across exploration and production, refining and petrochemical, retail stations and pipelines as well as gas and LNG. From 2001 to 2009, Mr. Oxley was an investment banker at Citigroup Global Markets Inc. Mr. Oxley holds a Bachelor of Engineering in Chemical Engineering from The University of Edinburgh and a Master of Science in Corporate and International Finance from Durham University Business School. There are no family relationships between Mr. Oxley and any director or executive officer of the Company, and there are no transactions between Mr. Oxley and the Company that require disclosure pursuant to Item 404 of Regulation S-K.
In connection with his appointment as Chief Financial Officer, Mr. Oxley will receive an annual base salary of $525,000, 200,000 shares of common stock of the Company, and eligibility to participate in the Tellurian Inc. Incentive Compensation Program (the “ICP”), with target and maximum short-term incentive awards under the ICP of 100% and 175%, respectively, of his annual base salary and target and maximum long-term incentive awards under the ICP of 300% and 600%, respectively, of his annual base salary. In addition, he will receive a grant of 200,000 shares of restricted stock of the Company that will vest upon a final investment decision with respect to the Company’s Driftwood project (“FID”) and 200,000 shares of restricted stock units of the Company that will vest in equal one-third increments upon FID and the two anniversaries thereof.
| Item 7.01 | Regulation FD Disclosure. |
On May 10, 2023, the Company issued a press release regarding the appointment of Mr. Oxley as the Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of May 10, 2023 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101) |
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SIGNATURES
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.
| TELLURIAN INC. | ||
| Date: May 10, 2023 | By: | /s/ Daniel A. Belhumeur |
Name: Title: |
Daniel A. Belhumeur Executive Vice President and General Counsel | |