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 (Date of earliest event reported)
May 27,
2008 (May 21, 2008)
St.
Mary Land & Exploration Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31539
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41-0518430
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1776
Lincoln Street, Suite 700, Denver, Colorado
(Address
of principal executive offices)
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80203
(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 861-8140
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.):
[_]
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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Stockholder Approval of Amendment
and Restatement of 2006 Equity Incentive Compensation Plan and Amendments to
Cash Bonus Plan.
At the
2008 annual meeting of stockholders of St. Mary Land & Exploration Company
(the “Company” or “St. Mary”) held on May 21, 2008, the Company’s stockholders
approved amendments to and a restatement of the St. Mary Land & Exploration
Company 2006 Equity Incentive Compensation Plan (as amended, the
“Plan”). Such amendments and restatement were previously adopted by
the Board of Directors of the Company, upon review and recommendation by the
Compensation Committee of the Board of Directors (the “Compensation Committee”),
subject to stockholder approval.
Among
other amendments, the Plan was amended to increase the total number of shares of
the Company’s common stock authorized for issuance pursuant to awards under the
Plan from 2,000,000 shares to 3,500,000 shares. The Plan was also
amended to specifically provide for the issuance of performance shares and
performance units to participants under the Plan and to provide the general
terms and conditions thereof in the Plan. The stockholders’ approval
of the amendments to the Plan ensure that future awards under the Plan can be
eligible for the “performance-based compensation” exemption from the limits on
tax deductibility imposed by Section 162(m) of the Internal Revenue Code of 1986
(“Section 162(m)”). Additionally, the Plan was amended to provide
that, for all awards granted on or after May 21, 2008, in order for a
participant to obtain an acceleration of vesting and payment of awards in the
case of a change of control event, there must be both a change of control as
well as a termination or substantial change in the participant’s employment with
St. Mary as a result of the change of control.
In
summary, the Plan provides for the grant of restricted stock, restricted stock
units, nonqualified stock options, incentive stock options, stock appreciation
rights, performance shares, performance units and stock based awards to key
employees, consultants, and members of the Board of Directors of the Company or
any affiliate of the Company who are selected by the Compensation Committee to
receive equity-based incentive compensation under the Plan.
The
foregoing summary of the Plan is subject to, and qualified in its entirety by,
the complete text of the Plan, which is filed as Exhibit 10.1 to this report and
is incorporated herein by reference.
In
addition, at the 2008 annual meeting of stockholders of the Company held on May
21, 2008, the Company’s stockholders approved previously reported amendments to
the Company’s Cash Bonus Plan (as amended, the “ Bonus Plan”). The
stockholders’ approval of the Bonus Plan ensures that bonuses paid under the
Bonus Plan can be eligible for the “performance-based compensation” exemption
from the limits on tax deductibility imposed by Section 162(m). A
summary of the Bonus Plan was included in the Company’s Current Report on Form
8-K filed on April 3, 2008. The Bonus Plan was filed as Exhibit 10.1
to such report and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is filed as part of this report:
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Exhibit
10.1
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2006
Equity Incentive Compensation Plan As Amended and Restated as of
March 28, 2008.
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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.
ST. MARY LAND &
EXPLORATION COMPANY
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Date:
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May
27, 2008
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By:
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/s/ MARK T.
SOLOMON
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Mark
T. Solomon
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Controller
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