8-K

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): December 21, 2020

____________________________________________________________________

OASIS PETROLEUM INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________

Delaware	001-34776	80-0554627
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)
1001 Fannin Street, Suite 1500
---	---
Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

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	OAS	The Nasdaq Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The description of Douglas E. Brooks’s employment agreement provided under the heading “Brooks CEO Employment Agreement” in Item 5.02 is incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

The information regarding the termination of the Employment Agreement of Thomas B. Nusz set forth in Item 5.02 below is incorporated by reference into this Item 1.02.

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

Retirement of Thomas B. Nusz. On December 22, 2020, Thomas B. Nusz retired as Chief Executive Officer (“CEO”) and as a director of Oasis Petroleum Inc. (“Oasis” or the “Company”). As a result of his retirement, Mr. Nusz no longer serves as an officer, director, manager or other service provider of the Company or any subsidiary or other affiliate of the Company. Therefore, Mr. Nusz is no longer a director or Chairman of the Board of OMP GP LLC, the general partner of Oasis Midstream Partners LP. However, Mr. Nusz’s retirement as an employee of the Company does not become effective until the close of business on December 30, 2020. Mr. Nusz’s retirement was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Reduction of Board Size. In order to eliminate the Board vacancy created by Mr. Nusz’s departure from the Board, the size of the Board was reduced from seven to six on December 22, 2020.

Appointment of Board Chair Douglas E. Brooks as CEO. In light of Mr. Nusz’s retirement as CEO, effective December 22, 2020, the Board of Directors of the Company (the “Board”) appointed Douglas E. Brooks to serve as CEO during the period that the Board conducts a search for a new CEO. Mr. Brooks will continue to serve as Board Chair, in addition to his role as CEO.

Mr. Brooks, 61, has over 35 years of experience in the oil and gas industry, including significant experience as a chief executive officer. He served as the president and chief executive officer and a member of the board of directors of Energy XXI Gulf Coast, Inc., an offshore Gulf of Mexico exploration and production company, from April 2017 until that company was acquired by an affiliate of Cox Oil LLC in October 2018. He served as president and chief executive officer and a member of the board of directors of Yates Petroleum Corporation, a privately owned exploration and production company, from April 2015 until that company’s merger with EOG Resources, Inc. in October 2016. Mr. Brooks served as chief executive officer and a member of the board of directors of Aurora Oil & Gas Limited from October 2012 until June 2014, when that company merged with Baytex Energy Corp. He served as a senior vice president at Forest Oil Corporation from April 2012 until October 2012.

From 2006 to 2012, Mr. Brooks built two private equity sponsored firms focused on unconventional resource projects in the western U.S. In addition, he spent 24 years with Marathon Oil Company in roles of increasing responsibility, most recently as the director of upstream mergers and acquisitions and business development for the Americas.

In addition to the board positions described above, he is currently a board member of California Resources Corporation and has served as a board member for Chaparral Energy, Inc. from 2017 to October 2020 and the board of directors of Madalena Energy Inc. (now Centaurus Energy, Inc.) in Canada. Mr. Brooks holds a Bachelor of Science in Business Management from the University of Wyoming – Casper and a Master of Business Administration, Finance from Our Lady of the Lake University in Texas.

Appointment and Compensation of Lead Independent Director. Section 4.4 of the Second Amended and Second Amended Bylaws of the Company (the “Second Amended Bylaws”) requires the Board to appoint a Lead Independent Director if the positions of Board Chair and CEO are held by the same person. The Second Amended Bylaws empower the Lead Independent Director to call and preside over meetings of the non-management directors. In light of Mr. Brooks’s appointment as CEO, the Board appointed director Samantha Holroyd to serve as Lead Independent Director. Ms. Holroyd also chairs the Board’s Nominating, Environmental, Social & Governance Committee (the “NESG Committee”). In connection with Ms. Holroyd’s appointment as Lead Independent Director, the Compensation Committee of the Board set the compensation for that role to be $25,000 per year, prorated for partial periods actually served.

Nusz Severance Benefits. In connection with Mr. Nusz’s retirement, the employment-related provisions of his Fourth Amended and Restated Employment Agreement with the Company, dated as of March 20, 2018, as amended effective as of September 29, 2020 (the “Nusz Employment Agreement”) were terminated as of December 22, 2020. Because Mr. Nusz no longer served as Board Chair when the new Board was formed upon the Company’s emergence from Chapter 11 bankruptcy on November 19, 2020, the Nusz Employment Agreement entitled Mr. Nusz to voluntarily leave the Company for “Good Reason” if he gave notice 30 days’ notice of his intent to do so within 60 days. The Board has waived this 30-day notice requirement for Mr. Nusz. Therefore, subject to signing and returning a waiver and release in the Company’s customary form within 50 days after departure, Mr. Nusz will be entitled to receive the severance benefits payable under the Nusz Employment Agreement in the event of a Good Reason termination occurring within two years following a Change in Control. Under the Nusz

Employment Agreement, a Change in Control occurred in connection with the Company’s emergence from Chapter 11 bankruptcy. Mr. Nusz will remain subject to the confidentiality obligations set forth in the Nusz Employment Agreement.

This summary is qualified in its entirety by reference to the full text of (i) Mr. Nusz’s Fourth Amended and Restated Employment Agreement, dated March 20, 2018 which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2018 and (ii) the amendment to such agreement, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated September 30, 2020, each of which is incorporated by reference herein.

Brooks CEO Employment Agreement. On December 22, 2020, the Company entered into an employment agreement with Douglas E. Brooks (the “Brooks CEO Employment Agreement”) in connection with his appointment by the Board as CEO of the Company. The Brooks CEO Employment Agreement has a term expiring five business days after the date a successor CEO is appointed by the Board, unless terminated earlier by either party upon 30 days’ advance written notice (the “Brooks Employment Term”). During the Brooks Employment Term, Mr. Brooks will continue to serve as a director and as Board Chair. As Board Chair, Mr. Brooks does not currently serve on any Board committees. Except for his compensation as a director, as described below, Mr. Brooks has chosen not to receive any salary, compensation, vacation, severance or other benefits as compensation for serving as CEO.

During the Brooks Employment Term, Mr. Brooks will continue to receive the equity grants and cash compensation awarded to non-employee members of the Board, payable based on Mr. Brooks’s service as Board Chair or with respect to any other positions held by Mr. Brooks as a director of the Company. In addition, Mr. Brooks will continue to vest in his outstanding equity awards as if he remained a non-employee member of the Board during the Brooks Employment Term. For a description of the Company’s non-employee director compensation program, please see “Non-Employee Director Compensation Program” below in this Item 5.02.

This summary is qualified in its entirety by reference to the full text of the Brooks CEO Employment Agreement, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Non-Employee Director Compensation Program. On December 21, 2020, the Compensation Committee of the Board adopted the Non-Employee Director Compensation Program (the “Director Compensation Program”), pursuant to which each non-employee director is entitled to receive the compensation described below. The Director Compensation Program provides for an annual cash retainer to all directors equal to $85,000, with the following supplemental annual cash retainers for the Board positions set forth below:

Board Position	Supplemental Annual Cash Retainer
Board Chair	$75,000
Audit & Reserves Committee Chair	$25,000
NESG Committee Chair	$20,000
Compensation Committee Chair	$12,000
Audit & Reserves Committee Non-Chair	$12,000
NESG Committee Non-Chair	$12,000
Compensation Committee Non-Chair	$10,000

The retainers described above will be paid quarterly in advance at the beginning of each quarter. In addition, in light of the extensive time commitment required of the non-employee directors following the formation of the new Board, each non-employee director will receive a one-time initial fee of $25,000.

Under the Director Compensation Program, each non-employee director is also eligible to receive an initial restricted stock unit award of $555,000, and it is not contemplated that any additional awards will be granted during the first three years of any such director’s service on the Board. Each non-employee director’s equity award will be granted with a value of $555,000. The number of restricted stock units issued in respect of this grant will be based on the volume weighted average price for (i) the 30 trading days ending on the trading day immediately preceding the grant date or (ii) the period commencing on November 20, 2020 and ending on the trading day immediately preceding the grant date, whichever period is shorter. All equity awards granted pursuant to the Director Compensation Program are subject to the terms and conditions of the Company’s 2020 Long Term Incentive Plan. One-third of each non-employee director’s equity award will vest on the first, second and third anniversaries of the grant date, subject to the director’s continued service on the Board and to acceleration upon the occurrence of specified events.

Item 7.01. Regulation FD Disclosure

On December 23, 2020, the Company issued a press release with respect to Mr. Nusz’s retirement, as well as Mr. Brooks’s appointment as CEO and Ms. Holroyd’s appointment as Lead Independent Director. The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this current report on Form 8-K, including Exhibit 99.9 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Oasis Petroleum Inc. on December 23, 2020.
99.2†	Employment Agreement, dated December 22, 2020, by and between Oasis Petroleum Inc. and Douglas E. Brooks.

__________________

† Indicates Management Compensatory Plan, Contract or Arrangement.

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 thereunto duly authorized.

	OASIS PETROLEUM INC.<br><br>(Registrant)
Date: December 28, 2020	By:	/s/ Douglas E. Brooks
		Douglas E. Brooks
		Chief Executive Officer and Board Chair

Document

Oasis Petroleum Announces Retirement of Thomas Nusz and Appointment of Douglas E. Brooks as Chief Executive Officer

HOUSTON, December 23, 2020 /PRNewswire/ -- Oasis Petroleum Inc. (Nasdaq: OAS) (“Oasis” or the “Company”) today announced that Thomas Nusz, the Company’s Chief Executive Officer, retired from his position as Chief Executive Officer of Oasis and from its Board of Directors effective December 22, 2020. Mr. Nusz will remain employed by the Company through December 30, 2020. Douglas E. Brooks, Oasis’ Board Chair, has been appointed to the additional role of Chief Executive Officer (“CEO”) effective December 22nd. The Board of Directors will conduct a search for a new CEO, which it expects will be complete over the next few months. Mr. Brooks intends to maintain his role as Board Chair following selection of a new CEO. In addition, Samantha Holroyd, the chair of Oasis’ Nominating, Environmental, Social & Governance Committee, has been named as Lead Independent Director during the period that Mr. Brooks is both the Board Chair and CEO.

In connection with his resignation from the Company, Mr. Nusz also resigned from the board of directors of OMP GP LLC (“OMP GP”), the general partner of Oasis Midstream Partners LP (Nasdaq: OMP), effective December 22, 2020. On that date, Mr. Brooks was elected to serve on the board of directors of OMP GP (the “GP Board”), and he is expected to be elected by the GP Board to serve as Chairman of the Board of OMP GP.

Board Chair Douglas E. Brooks commented, “We want to thank Tommy for his tireless efforts and leadership over the past 13 years. He founded and guided Oasis through numerous commodity cycles and built a unique and very positive culture with a talented workforce that we intend to maintain and continue to nurture. He has been well-respected by his employees and peers. We will immediately begin an active and thorough search for a new CEO. As we look to the future, we believe Oasis is uniquely positioned with a best-in-class balance sheet, quality assets that generate strong, sustainable free cash flow and new strategic priorities. I believe the ongoing strong leadership provided by the new Board, other key members of our strong senior management team and our employees will continue to guide Oasis forward as the world and energy industry emerges from a very difficult year. We remain focused on operational

excellence, environmental stewardship and implementing a rigorous new capital discipline which should help create long-term value for our shareholders.”

Thomas Nusz commented, “It has been an honor to have led Oasis since its inception in 2007 and a privilege to work closely with my very talented and dedicated management team and employees. I greatly appreciate the support that they provided me during my tenure and look forward to their future success.”

Forward-Looking Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties, including those detailed in the Company's filings with the SEC, including the Company's most recent Form 10-Q and its 2019 Form 10-K. These risks and uncertainties are incorporated by this reference as though fully set forth herein. There is no assurance that the goals, expectations, and timing herein can or will be met. In addition, any forward-looking statements represent the Company's estimates only as of today and should not be relied upon as representing its estimates as of any future date. Oasis assumes no obligation to update its forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.

About Oasis Petroleum Inc.

Oasis Petroleum, Inc. is an independent exploration and production company with quality and sustainable long-lived assets in the Williston and Delaware Basins. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company’s website at www.oasispetroleum.com.

For further information: Douglas E. Brooks, Chief Executive Officer and Board Chair; Michael H. Lou, Chief Financial Officer and Executive Vice President; and Bob Bakanauskas, Director, Investor Relations, (281) 404-9600.

Document

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into this 22nd day of December, 2020 (the “Effective Date”), by and between Oasis Petroleum Inc., a Delaware corporation (the “Company”), and Douglas E. Brooks (“Executive”).

WHEREAS, Executive currently serves as a non-employee member of the Company’s Board of Directors (the “Board”); and

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to enter into an employment agreement with Executive for Executive to serve as the Company’s Chief Executive Officer to permit the Company to conduct an active and thorough search for a new Chief Executive Officer, and Executive is willing to serve as Chief Executive Officer of the Company on that basis, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by Executive and the Company as follows:

1.Employment.

(a)Term. Executive’s employment under this Agreement shall commence on the Effective Date and shall terminate five business days after the date a successor Chief Executive Officer is appointed by the Board and commences duties, unless terminated earlier by either party upon 30 days’ advance written notice pursuant to the procedures set forth in Section 4 hereof (the “Employment Term”).

(b)Duties. During the Employment Term, Executive shall serve as Chief Executive Officer of the Company and shall report solely to the Board. Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for the Company. Notwithstanding the foregoing, Executive may continue to serve on the board of directors of California Resources Corporation. During the Employment Term, the Company shall provide Executive with an office and administrative support at the Company’s headquarters commensurate with his position.

(c)Board Service. During the Employment Term, Executive shall continue to serve as a director and as Board Chair. Upon termination of the Employment Term, Executive shall resume service as a non-employee member of the Board.

2.Compensation.

(a)Continuation of Board Compensation. During the Employment Term, (i) Executive shall continue to receive equity grants and cash compensation awarded to non-employee members of the Board, to the Board Chair and to any other positions held by Executive as a director of the Company and (ii) Executive shall continue to vest in any equity awards granted to him as if he remained a non-employee member of the Board during the Employment Term. During the Employment Term, Executive shall remain subject to the stock ownership

requirements, if any, applicable to non-employee members of the Board, but not to the stock ownership requirements, if any, applicable to executives of the Company.

(b)No Additional Compensation. In consideration for performing the services contemplated by this Agreement, Executive will not be entitled to receive any salary, compensation or benefits in addition to his compensation as a member of the Board described in Section 2(a).

(c)Legal Fees. The Company shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive in connection with the negotiation and review of this Agreement and any documents ancillary thereto.

(d)Expense Reimbursement. During the Employment Term, the Company shall reimburse Executive, in accordance with the Company’s policies and procedures, for all expenses incurred by Executive in the performance of Executive’s duties hereunder.

3.Federal and State Withholding. The Company shall deduct from the amounts, if any, payable to Executive pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with Executive’s Form W-4 on file with the Company, and all applicable federal employment taxes.

4.Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally or by overnight courier to the following address of the other parties hereto (or such other address for such parties as shall be specified by notice given pursuant to this Section) or (b) sent by facsimile to the following facsimile number of the other parties hereto (or such other facsimile number for such parties as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such parties pursuant to this Section 4.

If to the Company, to:

Oasis Petroleum Inc.

1001 Fannin, Suite 1500

Houston, TX 77002

Facsimile: (281) 404-9501

Attention: Executive Vice President and General Counsel

If to Executive, to the last address set forth on the payroll records of the Company.

5.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

6.Indemnification; D&O Insurance. The Company and Executive entered into an Indemnification Agreement dated as of November [19], 2020 (the “Indemnification Agreement”). The Indemnification Agreement shall apply with full force and effect to Executive’s services as Chief Executive Officer (in addition to his services as a member of the Board) in accordance with the terms thereof. Executive shall be covered by the Company’s directors and officers liability insurance for his services as Chief Executive Officer (in addition to his services as a member of the Board) to the same extent as other members of the Board.

7.Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.

8.Successors and Assigns. This Agreement shall be enforceable by Executive and Executive’s heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns. Executive may not assign this Agreement and any such assignment shall be null and void.

9.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to principles of conflict of laws. To the extent that any party attempts to bring an action in court, Executive and the Company stipulate that personal jurisdiction over them in the state courts of Texas is proper and agree that venue shall lie solely in the courts of Texas over any such action.

10.Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. Any reimbursement or advancement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement during a calendar year shall not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

11.Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

12.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Remainder of Page Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

_/s/ Douglas E. Brooks_____________________________

DOUGLAS E. BROOKS

OASIS PETROLEUM INC.

By: /s/ Samantha Holroyd______________

Samantha Holroyd

Lead Independent Director

[Signature Page for Douglas Brooks Employment Agreement]