8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): July 22, 2021

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Centennial Resource Development, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-37697	47-5381253
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer Identification No.)

1001 Seventeenth Street, Suite 1800

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(720) 499-1400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A Common Stock, par value $0.0001 per shareCDEVThe NASDAQ Stock Market LLC

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:

☐ 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))

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. o

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

Appointment of New Director

Effective July 22, 2021, the Board of Directors (the “Board”) of Centennial Resource Development, Inc. (the “Company”) appointed Vidisha Prasad to the Board. The Board has determined that Ms. Prasad satisfies the definition of “independent director” under the NASDAQ listing standards. Ms. Prasad has been designated as a Class II director with a term expiring at the next annual meeting of the Company’s stockholders. She was also appointed to serve on the Board’s Audit Committee and Nominating, Environmental, Social and Governance Committee.

There are no arrangements or understandings between Ms. Prasad and any other person pursuant to which she was selected as a director. Furthermore, there are no transactions between Ms. Prasad or any member of her immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission (the “SEC”).

Ms. Prasad will be paid compensation in the same manner as the Company’s other non-employee directors. Information concerning the current cash and equity compensation of the Company’s non-employee directors is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 18, 2021.

Resignation of Current Director

Effective July 22, 2021, Karl Bandtel resigned as a director of the Company and from all committees of the Board on which he served. Mr. Bandtel’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of Ms. Prasad’s appointment, the size of the Board will remain at nine directors following Mr. Bandtel’s resignation.

Item 7.01. Regulation FD Disclosure.

On July 22, 2021, the Company issued a press release announcing the appointment of Ms. Prasad to the Board and the resignation of Mr. Bandtel. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release dated July 22, 2021 of Centennial Resource Development, Inc.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

CENTENNIAL RESOURCE DEVELOPMENT, INC.
By:	/s/ GEORGE S. GLYPHIS
	George S. Glyphis<br><br>Vice President, Chief Financial Officer and Assistant Secretary
Date:	July 22, 2021

Document

FOR IMMEDIATE RELEASE

Centennial Resource Development, Inc. Appoints Vidisha Prasad to its Board of Directors Following the Retirement of Karl Bandtel

DENVER, July 22, 2021 (GLOBE NEWSWIRE) – Centennial Resource Development, Inc. (“Centennial” or the “Company”) (NASDAQ: CDEV) today announced that Vidisha Prasad has been appointed to its Board of Directors, effective immediately. Ms. Prasad will serve as a member of the Audit Committee and Nominating, Environmental, Social and Governance Committee. Additionally, Karl Bandtel announced his retirement from the Board, also effective today.

“We are very excited to welcome Vidisha to our Board of Directors,” said Steven Shapiro, Chairman of the Board. “Vidisha’s extensive oil and gas experience coupled with her strategic advisory and capital markets expertise will be a valuable asset to Centennial and our shareholders.”

Ms. Prasad is the Managing Partner of Adya Partners, a multi-strategy investment and advisory firm focused on private secondary investments, early-stage venture capital and strategic advisory in the energy, energy transition and technology sectors. Ms. Prasad brings nearly two decades of experience in energy investments, strategic and Board advisory, corporate mergers, asset acquisitions and divestitures, capital markets and restructuring. She has been involved in the execution and origination of more than $80 billion of domestic and cross-border M&A advisory, leveraged buyouts and capital raising transactions across the US, Europe and Asia. Prior to founding Adya Partners, Ms. Prasad was a founding member of Guggenheim Securities’ Energy Investment Banking practice. Prior to that, she was a member of Citi’s Global Energy Investment Banking Group. Ms. Prasad serves on the Energy 2.0 Committee of the Greater Houston Partnership and the Transportation Implementation Committee of the Houston Climate Action Plan. She also serves on the Board of the Grammy® award winning Houston Chamber Choir, where she chairs the Development Committee. She graduated with a Bachelor of Arts in Economics from the University of Rochester.

“In addition, on behalf of the Centennial Board, the Company and all of its employees, I’d like to thank Karl for his dedicated and insightful service to Centennial since the Company first became public in 2016. His guidance and thoughtfulness have been instrumental in helping to navigate the Company since our public debut. We will miss him and wish him the very best in the future,” said Mr. Shapiro.

About Centennial Resource Development, Inc.

Centennial Resource Development, Inc. is an independent oil and natural gas company focused on the development of oil and associated liquids-rich natural gas reserves in the Permian Basin. The Company’s assets and operations, which are held and conducted through Centennial Resource Production, LLC, are concentrated in the Delaware Basin, a sub-basin of the Permian Basin. For additional information about the Company, please visit www.cdevinc.com.

Contact:

Hays Mabry

Director, Investor Relations

(832) 240-3265

ir@cdevinc.com

SOURCE Centennial Resource Development, Inc.