UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 December 11, 2023, Tellurian Inc. (the “Tellurian” or the “Company”) issued a press release announcing that Daniel A. Belhumeur, 45, has been appointed President of the Company, effective as of December 8, 2023. Mr. Belhumeur has served as the General Counsel of Tellurian since February 2017 and as Chief Compliance Officer of Tellurian since March 2017. Octávio Simões remains Chief Executive Officer of the Company, and he and Mr. Belhumeur shall be jointly responsible for overseeing the operations and executive functions of the Company. In addition, effective as of December 8, 2023, the board of directors of the Company (the “Board”) removed Mr. Belhumeur as General Counsel and Chief Compliance Officer of the Company and appointed Meredith Mouer as General Counsel and Chief Compliance Officer. No changes to the compensation of Mr. Belhumeur or Mr. Simões have been made in connection with the leadership changes.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 8, 2023, the Board amended and restated the Amended and Restated By-Laws of the Company effective as of September 20, 2017 (the “By-Laws”) so as to delete in its entirety the first sentence of Article IV, Section 2 of the By-Laws, which previously read “The president shall be the chief executive officer of the corporation” (the “Second Amended and Restated By-Laws”). The description of the Seconded Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Seconded Amended and Restated By-Laws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 11, 2023, Tellurian issued the press release referenced in Item 5.02, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information 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.
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: December 11, 2023 | By: | /s/ Simon G. Oxley |
Name: Title: |
Simon G. Oxley Executive Vice President and Chief Financial Officer | |