QEP Resources, Inc.

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SEC Filings

DEF 14A
QEP RESOURCES, INC. filed this Form DEF 14A on 04/05/2018
Entire Document
 

1.
Awards vested on March 5, 2018.
2.
50% of these awards vested on March 5, 2018 and 50% will vest on March 5, 2019.
3.
33.3% of these awards vested on March 5, 2018; 33.3% will vest on March 5, 2019; and 33.3% will vest on March 5, 2020.
4.
Awards will vest on December 31, 2018 (the end of the three-year performance period covered by the PSU) but are not payable until Board certification, which occurs in the first quarter of the following year. These amounts represent the target number of PSUs awarded under our CIP. Each PSU represents a contingent right to receive one share of QEP common stock or the fair market value of one share of QEP common stock. The actual number of shares that may be earned (and, therefore, the actual cash payout amount, if settled in cash) will range from 0% to 200% of the number of PSUs awarded, depending on QEP’s relative TSR in comparison to a peer group of companies during the three-year period ending December 31, 2018.
5.
Awards will vest on December 31, 2019 (the end of the three-year performance period covered by the PSU) but are not payable until Board certification, which occurs in the first quarter of the following year. These amounts represent the target number of PSUs awarded under our CIP. Each PSU represents a contingent right to receive one share of QEP common stock or the fair market value of one share of QEP common stock. The actual number of shares that may be earned (and, therefore, the actual cash payout amount, if settled in cash) will range from 0% to 200% of the number of PSUs awarded, depending on QEP’s relative TSR in comparison to a peer group of companies during the three-year period ending December 31, 2019.
6.
In connection with Mr. Thompson's departure, the Compensation Committee amended the terms of the options to provide that all vested options expire 12 months following termination.
7.
In connection with Mr. Thompson's departure, the Compensation Committee amended the vesting of all unvested restricted stock held by Mr. Thompson as of September 15, 2017, which resulted in the vesting of all of his shares of restricted stock.
8.
These numbers reflect net PSUs after forfeitures upon separation.

Option Exercises and Stock Vested in 2017


Name
Options Exercised
Stock Awards1
Number of
Shares Acquired
on Exercise
(#)
Value Realized on
Exercise
($)
Number of
Shares Acquired 
on Vesting
(#)
Value Realized on
Vesting
($)
Charles B. Stanley
0
0
185,958
$2,216,212
Richard J. Doleshek
0
0
95,337
$1,143,795
Jim E. Torgerson
0
0
72,602
$855,774
Christopher K. Woosley
0
0
35,916
$455,469
Margo D. Fiala
0
0
18,141
$229,095
Matthew T. Thompson
0
0
38,861
$405,127

1.
Amounts shown in these columns reflect restricted stock awards that vested during 2017 and payouts of PSUs for the 2015-2017 performance period. The values realized on vesting of the restricted stock are calculated based on the closing price per share of QEP common stock on the vesting date multiplied by the number of shares vested, and the values realized on payout of the PSUs are calculated based on the average closing price per share of QEP common stock during the final quarter of the performance period multiplied by the number of PSUs earned (85% of PSUs granted in 2015), pursuant to the terms of the PSU awards. Values are as follows:
Name
Restricted Stock
PSUs
Number of
Shares
(#)
Value
Number of
PSUs
(#)
Value
Mr. Stanley
110,715
$1,534,510
75,243
$681,702
Mr. Doleshek
58,342
$808,620
36,995
$335,175
Mr. Torgerson
41,250
$571,725
31,352
$284,049
Mr. Woosley
27,098
$375,578
8,818
$79,891
Ms. Fiala
13,487
$186,930
4,654
$42,165
Mr. Thompsona
34,639
$366,876
4,222
$38,251

a.
The vesting on Mr. Thompson's restricted stock and PSU awards were modified on September 15, 2017. Pursuant to the terms of Mr. Thompson's separation agreement, 4,967 PSUs, a prorated amount of his PSUs for the 2015-2017 performance period, were paid to Mr. Thompson based on the number of months he was employed by QEP during the performance period. PSUs for the 2016-2018 and the 2017-2019 performance periods will be prorated in the same manner.

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