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HK > SEC Filings for HK > Form 8-K on 23-Jun-2009All Recent SEC Filings

Show all filings for PETROHAWK ENERGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PETROHAWK ENERGY CORP


23-Jun-2009

Change in Directors or Principal Officers, Other Events, Financial Statemen


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 18, 2009, Petrohawk Energy Corporation ("Petrohawk") amended and restated its Third Amended and Restated 2004 Employee Incentive Plan (the "Employee Plan") and Second Amended and Restated 2004 Non-Employee Director Incentive Plan (the "Director Plan"). The plans were amended following stockholder approval of increases in the number of shares of common stock reserved for issuance under the plans at the annual meeting of stockholders held June 18, 2009. At the annual meeting, stockholders approved an increase of 5.3 million shares of common stock under the Employee Plan and an increase of 500,000 shares of common stock under the Director Plan. In addition, Petrohawk's Board of Directors approved amendments to the Employee Plan that eliminated from the plan provisions relating to awards of incentive stock (i.e., common stock awards not subject to any vesting period) and provided that restricted stock awards would vest no sooner than one-third (1/3) of the total grant upon each of the first three (3) anniversaries from the date of grant, subject to limited exceptions and subject to the acceleration of vesting as a consequence of specified events (such as the death or disability of a participant or a change in control of Petrohawk). These amendments conform the Employee Plan to the grant practices of the Compensation Committee of the Board of Directors.

The foregoing summary of the amended and restated Employee Plan and the Director Plan is qualified by reference to the full text of such plans, which are included respectively as Exhibits 10.01 and 10.02 to this report, and are incorporated herein by reference.



Item 8.01. Other Events.

On June 18, 2009, at the annual meeting of stockholders, Petrohawk's stockholders approved an amendment to Petrohawk's Certificate of Incorporation to increase the number of shares of common stock, par value $0.001, that Petrohawk is authorized to issue from 300,000,000 shares to 500,000,000 shares. On June 23, 2009, Petrohawk filed a Certificate of Amendment to Petrohawk's Certificate of Incorporation with the Secretary of State of the State of Delaware, reflecting the increase in the authorized shares. This amendment became effective on June 23, 2009. A copy of the Certificate of Amendment is included as Exhibit 3.1 to this report and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this current report on Form 8-K:

Exhibit No.      Item
 3.1             Certificate of Amendment to Certificate of Incorporation of
                 Petrohawk Energy Corporation

10.01            Third Amended and Restated 2004 Employee Incentive Plan

10.02            Second Amended and Restated 2004 Non-Employee Director Incentive
                 Plan


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