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):  September 28, 2020

WPX Energy, Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	1-35322	 	45-1836028	
(State or other jurisdiction of	 	(Commission	 	(IRS Employer	
incorporation)	 	File Number) 	 	Identification No.)	
 
3500 One Williams Center, Tulsa, Oklahoma	 	74172-0172	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s Telephone Number, Including Area Code:  (855) 979-2012
 
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))
 
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, $0.01 par value	 	WPX	 	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.  ¨

 

 

ITEM 7.01 Regulation FD Disclosure.
 
As previously reported, in connection with the acquisition of Felix Investments Holdings II, LLC (the “Acquisition”), WPX Energy, Inc. (the “Company”) and the members of its Board of Directors were named as defendants in a putative class action filed in the Delaware Court of Chancery (the “Court”), captioned Hudson v. Muncrief, et al., C.A. No. 2020-0095-JRS. On March 3, 2020, the Court approved the dismissal of the Hudson action as moot following the Company’s filing of certain supplemental disclosures concerning the Acquisition on a Form 8-K filed with the SEC on February 28, 2020. The Court retained jurisdiction to consider any application for attorneys’ fees and expenses submitted by the Hudson action plaintiff or her counsel (the “Fee Request”).
 
On September 28, 2020, the Court granted a Stipulation and Order Regarding Mootness Fee Request, Notice, and Dismissal (the “Order”) in the Hudson Action to resolve the Fee Request. The Order requires that the Company give notice of the Order to its stockholders by filing a copy of the Order as an exhibit to this Current Report on Form 8-K. The Order is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.
 
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
 
Item 9.01 Financial Statements and Exhibits
 
(d)	Exhibits	
 
Exhibit No.	 	Description	
99.1	 	Stipulation and Order Regarding Mootness Fee Request, Notice, and Dismissal dated September 28, 2020  	
104	 	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)	

 
 
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.
 
 	WPX Energy, Inc.	
 	 	 	
 	By:  	/s/ Stephen E. Brilz	
 	 	Stephen E. Brilz	
 	 	Vice President and Corporate Secretary	
 	 	 	
October 5, 2020	 	 	

 
 
Exhibit Index
 
(d)	Exhibits	
 
Exhibit No.	 	Description	
99.1	 	Stipulation and Order Regarding Mootness Fee Request, Notice, and Dismissal dated September 28, 2020  	
104	 	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)	

 

 
Exhibit 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LINDA HUDSON, on behalf of herself and all other similarly situated stockholders of WPX ENERGY, INC., Plaintiff, v. RICHARD E. MUNCRIEF, JOHN A. CARRIG, CLAY M. GASPAR, ROBERT K. HERDMAN, KELT KINDICK, KARL F. KURZ, HENRY E. LENTZ, KIMBERLY S. LUBEL, VALERIE M. WILLIAMS, DAVID F. WORK, and WPX ENERGY, INC., Defendants. C.A. No. 2020-0095-JRS STIPULATION AND [PROPOSED] ORDER REGARDING MOOTNESS FEE REQUEST, NOTICE, AND DISMISSAL WHEREAS, on March 3, 2020, the Court entered an order in the above action (the “Action”) which, among other things, voluntarily dismissed the Action as moot, and retained jurisdiction solely for the purpose of determining Plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses (“Plaintiff’s Fee Application”); WHEREAS, the parties have reached an agreement to resolve Plaintiff’s Fee Application;

 	

 	

WHEREAS, Defendants have denied and continue to deny the allegations in the Action and any alleged violations of law or any legal or equitable duty; WHEREAS, Defendants agreed to resolve Plaintiff’s Fee Application solely to avoid the cost and litigation risk associated with opposing Plaintiff’s Fee Application; WHEREAS, the Court requires the parties to provide notice with respect to any agreed-upon payment of attorneys’ fees and expenses in cases in which the underlying claims are dismissed on mootness grounds; and WHEREAS, the Court has not passed (and will not pass) judgment on the amount of the payment to be made in respect of Plaintiff’s Fee Application; NOW, THEREFORE, upon consent of the parties and subject to the approval of the Court: IT IS HEREBY ORDERED this day of , 2020 that:1. WPX Energy, Inc. (“WPX”) shall attach this Stipulation and Order Regarding Mootness Fee Request, Notice, and Dismissal (the “Order”) as an exhibit to a Form 8-K that WPX will file with the United States Securities and Exchange Commission following the entry of this Order. The filing by WPX of this Order as an attachment to a Form 8-K constitutes adequate notice for purposes of Rule 23(e) (the “Notice”).WEIL:\97621834\4\81781.0012

 	

 	

2. WPX shall file with the Court an affidavit that the Notice has been made (the “Affidavit”) in accordance with Paragraph 1 above no later than five (5) business days after the Notice is publicly filed; 3. Upon the filing of the Affidavit:a. The Court will no longer retain jurisdiction over the Action; and b. The Register in Chancery is directed to close this Action on the docket.4. WPX or its designee shall pay Plaintiff’s counsel $60,000 in full satisfaction of Plaintiff’s Fee Application within five (5) business days of the date of the entry of this Order to an account designated by Plaintiff’s counsel. The foregoing payment shall fully satisfy and resolve Plaintiff’s Fee Application, and Plaintiff’s counsel shall not seek any additional fees, expenses, or costs related to this Action from any source.[SIGNATURE PAGE FOLLOWS]

 	

 	

Of Counsel:D. Seamus Kaskela KASKELA LAW LLC 18 Campus Boulevard, Suite 100 Newtown Square, PA 19073 (484) 258-1585/s/ Blake A. Bennett Blake A. Bennett (#5133) COOCH AND TAYLOR, P.A. The Nemours Building 1007 N. Orange Street, Suite 1120 Wilmington, DE 19801 (302) 984-3800Counsel for PlaintiffOf Counsel:John A. Neuwirth Evert J. Christensen, Jr. (#4996) WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8000/s/ Bradley R. Aronstam Bradley R. Aronstam (#5129) ROSS ARONSTAM & MORITZ LLP 100 S. West Street, Suite 400 Wilmington, DE 19801 (302) 576-1600Counsel for DefendantsDated: September 22, 2020APPROVED AND SO ORDERED this day of , 2020.Vice Chancellor Joseph R. Slights III

 	

 	

[Exhibit A]Draft Form of NoticeAs previously reported, in connection with the acquisition of Felix Investments Holdings II, LLC (the “Acquisition”), WPX Energy, Inc. (the “Company”) and the members of its Board of Directors were named as defendants in a putative class action filed in the Delaware Court of Chancery (the “Court”), captioned Hudson v. Muncrief, et al., C.A. No. 2020-0095-JRS. On March 3, 2020, the Court approved the dismissal of the Hudson action as moot following the Company’s filing of certain supplemental disclosures concerning the Acquisition on a Form 8-K filed with the SEC on February 28, 2020. The Court retained jurisdiction to consider any application for attorneys’ fees and expenses submitted by the Hudson action plaintiff or her counsel (the “Fee Request”).On September [●], 2020, the Court granted a Stipulation and Order Regarding Mootness Fee Request, Notice, and Dismissal (the “Order”) in the Hudson Action to resolve the Fee Request. The Order requires that the Company give notice of the Order to its stockholders by filing a copy of the Order as an exhibit to this Current Report on Form 8-K. The Order is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

 	

 	

This document constitutes a ruling of the court and should be treated as such.Court: DE Court of Chancery Civil ActionJudge: Joseph SlightsFile & Serve Transaction ID: 65954152Current Date: Sep 28, 2020Case Number: 2020-0095-JRSCase Name: CLOSED Linda Hudson on behalf of herself and all other similarly situated stockholders of WPX Energy, Inc. v. Richard E. Muncrief, et al.Court Authorizer: Joseph Slights/s/ Judge Joseph Slights