pdce-20221114

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022 (March 8, 2022)

PDC Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37419

95-2636730

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification Number)

1775 Sherman Street, Suite 3000

Denver, Colorado 80203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 860-5800

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

Ticker Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

PDCE

Nasdaq Global Select Market

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. ¨

EXPLANATORY NOTE

This Amendment No. 1 to Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K of PDC Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 11, 2022 (the “Original Form 8-K”), which reported that Doug Griggs, the Company’s Chief Accounting Officer (“CAO”), planned to depart the Company in November 2022 and that upon Mr. Griggs’ departure, Troy Welling, the Company’s Controller, was expected to assume Mr. Griggs’ duties and responsibilities and be appointed CAO. This Form 8-K/A is being filed solely to provide information called for in Item 5.02(b) and 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-K.

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

As previously disclosed in the Original Form 8-K, Mr. Griggs departed from the Company on November 10, 2022.

In connection with his promotion to CAO, Mr. Welling will become a participant in the Company’s Vice President Change of Control and Severance Plan and will receive the following compensation: (i) $280,000 annual base salary, (ii) short term incentive bonus target of 45% of annual base salary, (iii) long term incentive target of 85% of annual base salary, and (iv) other benefits consistent with those provided to other vice presidents within the Company.

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 hereunto duly authorized.

Date: November 14, 2022


PDC ENERGY, INC.
By:			/s/ Nicole Martinet
			Nicole Martinet
			General Counsel, Senior Vice President and Corporate Secretary