Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2023, Philip B. Smith notified the Board of Directors (the
"Board") of Unit Corporation (the "Company") that he is stepping down as
President and Chief Executive Officer (CEO) of the Company effective March 31,
2023. Mr. Smith will continue to serve as Chairman of the Board of the Company.
His decision to step down was due to his desire to spend more time working on
his nonprofit projects and other endeavors, and not due to any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices (financial or otherwise).
In connection with Mr. Smith stepping down as President and CEO, the Board has
approved (i) a pro-rated vesting of his outstanding time-based equity awards
scheduled to vest on the next applicable vesting date based on the number of
days worked during the then-current vesting period, and (ii) extending the time
that Mr. Smith can exercise his options to the expiration date set forth in his
award agreement governing the options.
To fill the vacancy created by Mr. Smith's resignation, on February 28, 2023,
the Board appointed Phil Frohlich as interim Chief Executive Officer, effective
April 1, 2023, until the Board names a successor. Mr. Frohlich has been a member
of the Board since September 3, 2020. Additional information regarding, among
other things, Mr. Frohlich's background, is contained in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
31, 2022, and is incorporated herein by reference.
Mr. Frohlich will not receive an annual base salary for his service as Chief
Executive Officer. He will continue to receive his director compensation. No
bonuses or equity awards were granted in connection with his appointment.
Mr. Frohlich does not have any family relationships with any executive officer
or director of the Company. He is not party to any transaction requiring
disclosure under Item 404(a) of Regulation S-K.
There are no arrangements or understandings with the Company, or any other
persons, under which Mr. Frohlich was elected to serve as an officer of the
Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release of Unit Corporation dated March 1, 2023
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