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 2.02 | Results of Operations and Financial Condition. |
The information set forth in Item 7.01 is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 27, 2024, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Tellurian Inc. (the “Company”), the Board approved the following base salary and target short-term and long-term compensation under the Tellurian Inc. Incentive Compensation Program (the “ICP”) for the President of the Company, Daniel Belhumeur:
| Name and principal position | Base salary | Target short-term compensation (as a percentage of base salary) | Target long-term compensation (as a percentage of base salary) | |||||||||
| Daniel A. Belhumeur, President (1) | $ | 850,000 | 120 | % | 350 | % | ||||||
| (1) | On February 27, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved increases in Mr. Belhumeur’s base salary (from $525,000), effective as of January 1, 2024, and Mr. Belhumeur’s target short-term and long-term compensation under the ICP (from 100% and 300%, respectively). |
On March 1, 2024, the Board elected not to renew or extend the term of the Company’s employment agreement with Octávio Simões, the Chief Executive Officer of the Company, beyond the term ending on June 5, 2024.
| Item 7.01 | Regulation FD Disclosure. |
On March 4, 2024 Tellurian Inc. posted a letter to shareholders and an updated corporate presentation to its website, www.tellurianinc.com. Copies of the letter to shareholders and corporate presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 7.01, including the information set forth in Exhibits 99.1 and 99.2, 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 8.01 | Other Events. |
On February 27, 2024, the Board of the Company appointed Chairman of the Board Martin Houston to the position of Executive Chairman.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Letter to Shareholders, dated as of March 4, 2024 | |
| 99.2 | Tellurian Inc. Corporate Presentation, dated as of March 2024 | |
| 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: March 4, 2024 | By: | /s/ Simon G. Oxley |
| Name: | Simon G. Oxley | |
| Title: | Executive Vice President and Chief Financial Officer | |
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