Form 8-K - Current report

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 (or Date of Earliest Event Reported): November 20, 2023

SilverBow Resources, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	001-8754	20-3940661
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

920 Memorial City Way, Suite 850

Houston, Texas 77024

(Address of principal executive offices)

(281) 874-2700

(Registrant’s telephone number)

Not Applicable

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SBOW	New York Stock Exchange
Preferred Stock Purchase Rights	None	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


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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 November 20, 2023, SilverBow Resources, Inc. (the “Company” or “SilverBow”) received notice that David Geenberg resigned from his position as a Class III Director on the Company’s Board of Directors (the “Board”) and as a member of SilverBow’s Nominating and Strategy Committee, effective November 27, 2023. Mr. Geenberg had previously been one of two director nominees designated by Strategic Value Partners, LLC (“SVP”) under the Director Nomination Agreement (the “Nomination Agreement”) between SilverBow and certain other former holders of our cancelled senior notes including SVP. Under the current terms of the Nomination Agreement, SVP’s ownership of the Company’s equity fell below the required percentage to maintain two director designees. SVP maintains the right to continue to designate one director nominee, subject to conditions on share ownership, which includes the right to remove and replace its remaining director designee at any time.

Mr. Geenberg has confirmed to the Company that his resignation was not the result of any disagreement with SilverBow on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Geenberg’s resignation from the Board, on November 21, 2023, and in accordance with the Company’s Certificate of Incorporation, as amended, and the Company’s Second Amended and Restated Bylaws, the Board appointed Ellen R. DeSanctis, effective as of November 27, 2023 as a Class III director to fill the vacancy created by Mr. Geenberg’s resignation. Ms. DeSanctis will hold office until the next election of Class III directors and until her respective successor shall have been duly elected and qualified or until her earlier death, resignation, removal, retirement or disqualification.

Ms. DeSanctis has over 40 years of industry experience, most recently serving as Senior Vice President of Corporate Relations for ConocoPhillips, a global exploration and production company, where she worked from 2012 until her retirement in 2022. She previously held various positions relating to corporate communications and strategic development and planning for a number of upstream energy companies, including Petrohawk Energy Corporation, Rosetta Resources, Burlington Resources and Vastar Resources. Ms. DeSanctis currently serves on the board of directors of Plains All American Pipeline and as a member of its Audit Committee and Health, Safety, Environmental and Sustainability Committee. She also serves as a member of the board of directors of St. Agnes Academy in Houston and served as past chair of the Girl Scouts of San Jacinto Council. Ms. DeSanctis has a BA in Geological and Geophysical Sciences from Princeton University and an MBA from UCLA.

Ms. DeSanctis will participate in the Company’s standard compensation program for non-employee directors, as determined by the Board from time to time. Currently, this program includes a $70,000 annual retainer for service on the Board and participation in the Company’s annual long-term incentive program for non-employee directors as recommended by the Company’s Compensation Committee. Ms. DeSanctis also entered into a standard indemnification agreement with the Company. Ms. DeSanctis may be appointed to committees of the Board at a later date.

The Company is not aware of any transactions involving Ms. DeSanctis and the Company that require disclosure under Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. DeSanctis and any other person pursuant to which they were selected to serve as directors.

Item 7.01. Regulation FD Disclosure

On November 27, 2023, the Company issued a press release announcing the events described under Item 5.02 above, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise subject to the liability of such section, nor


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shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

99.1						SilverBow Resources, Inc. Press Release, dated November 27, 2023
104						Cover Page Interactive Data File (formatted as Inline XBRL)


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SIGNATURE

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.

Date: November 27, 2023

SilverBow Resources, Inc.

By:

/s/ Christopher M. Abundis

Christopher M. Abundis
Executive Vice President, Chief Financial Officer and General Counsel


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COMPANY CONTACT: FOR IMMEDIATE RELEASE

Jeff Magids

Vice President of Finance & Investor Relations

(281) 874-2700, (888) 991-SBOW

SilverBow Resources Announces Appointment of Ellen R. DeSanctis to the Board of Directors; David Geenberg Stepping Down

Houston, TX – November 27, 2023 – SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or “the Company”) announced today that David Geenberg has stepped down from the Company’s Board of Directors (“the Board”) effective November 27, 2023. Mr. Geenberg, one of two directors nominated by Strategic Value Partners, LLC (“SVP”), has stepped down as a natural progression of SVP’s sell down of its equity position in the Company. Under the current terms of the Director Nomination Agreement between SVP and the Company, SVP maintains the right to continue to designate one director nominee, subject to conditions on share ownership, which includes the right to remove and replace its remaining director nominee at any time.

Marcus C. Rowland, Independent Chairman of the Board, commented, “It has been a pleasure working with David over the past seven years. On behalf of the entire Board and management team, I would like to thank him for his dedication and valuable contributions to SilverBow. David’s business acumen and insights have been extremely valuable to the Company, and we wish him the very best in his future endeavors.”

The Company also announced today that Ellen R. DeSanctis has been appointed to the Board also effective November 27, 2023. Ms. DeSanctis joins the Board as independent director following a comprehensive search process prior to Mr. Geenberg stepping down, conducted with the assistance of a nationally recognized search firm, to complement the Board’s existing credentials and qualifications.

Mr. Rowland remarked, “I am very pleased to welcome Ellen to our Board of Directors. She brings immense knowledge to SilverBow as an experienced leader in the oil and gas industry. We look forward to drawing on her extensive expertise in strategic development and planning and corporate communications.”

Ms. DeSanctis has over 40 years of industry experience, most recently serving as Senior Vice President of Corporate Relations for ConocoPhillips, where she worked from 2012 until her retirement in 2022. She previously held various positions relating to corporate communications and strategic development and planning for a number of upstream energy companies, including Petrohawk Energy Corporation, Rosetta Resources, Burlington Resources and Vastar Resources. Ms. DeSanctis currently serves on the board of

directors of Plains All American Pipeline and as a member of its Audit Committee and Health, Safety, Environmental and Sustainability Committee. She also serves as a member of the board of directors of St. Agnes Academy in Houston and served as past chair of the Girl Scouts of San Jacinto Council. Ms. DeSanctis has a BA in Geological and Geophysical Sciences from Princeton University and an MBA from UCLA.

With the appointment of Ms. DeSanctis, the Board remains comprised of nine directors, eight of whom are external and independent.

ABOUT SILVERBOW RESOURCES, INC.

SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With over 30 years of history operating in South Texas, the Company possesses a significant understanding of regional reservoirs which it leverages to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested. For more information, please visit www.sbow.com. Information on the Company’s website is not part of this release.

FORWARD-LOOKING STATEMENTS

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, risks and uncertainties discussed in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking statements speak only as of the date of this news release. You should not place undue reliance on these forward-looking statements.

Document and Entity Information	Aug. 03, 2022
Cover [Abstract]
Document Period End Date	Nov. 20, 2023
Document Type	8-K
Entity Registrant Name	SilverBow Resources, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-8754
Entity Tax Identification Number	20-3940661
Entity Address, Address Line One	920 Memorial City Way
Entity Address, Address Line Two	Suite
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024
City Area Code	281
Local Phone Number	874-2700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SBOW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000351817