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- raw/filings/0000928022/2014/0000928022-15-000032/filing.txt +0 -0
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- raw/filings/0000928022/2014/0000928022-15-000032/item13.txt +2 -0
- raw/filings/0000928022/2014/0000928022-15-000032/item9a.txt +8 -0
- raw/filings/0000928022/2014/0000928022-15-000032/rp_note.txt +0 -0
- raw/filings/0000928022/2014/0000928022-15-000032/rpt_disclosure.txt +13 -0
- raw/filings/0000928022/2015/0000928022-16-000132/filing.txt +0 -0
- raw/filings/0000928022/2015/0000928022-16-000132/filing_metadata.csv +2 -0
- raw/filings/0000928022/2015/0000928022-16-000132/item1.txt +0 -0
- raw/filings/0000928022/2015/0000928022-16-000132/item13.txt +2 -0
- raw/filings/0000928022/2015/0000928022-16-000132/item9a.txt +10 -0
- raw/filings/0000928022/2015/0000928022-16-000132/rp_note.txt +0 -0
- raw/filings/0000928022/2015/0000928022-16-000132/rpt_disclosure.txt +13 -0
- raw/filings/0000928022/2016/0000928022-17-000023/filing.txt +0 -0
- raw/filings/0000928022/2016/0000928022-17-000023/filing_metadata.csv +2 -0
- raw/filings/0000928022/2016/0000928022-17-000023/item1.txt +0 -0
- raw/filings/0000928022/2016/0000928022-17-000023/item13.txt +4 -0
- raw/filings/0000928022/2016/0000928022-17-000023/item9a.txt +19 -0
- raw/filings/0000928022/2016/0000928022-17-000023/rp_note.txt +0 -0
- raw/filings/0000928022/2016/0000928022-17-000023/rpt_disclosure.txt +25 -0
- raw/filings/0000928022/2017/0000928022-18-000013/filing.txt +0 -0
- raw/filings/0000928022/2017/0000928022-18-000013/filing_metadata.csv +2 -0
- raw/filings/0000928022/2017/0000928022-18-000013/item1.txt +0 -0
- raw/filings/0000928022/2017/0000928022-18-000013/item13.txt +2 -0
- raw/filings/0000928022/2017/0000928022-18-000013/item9a.txt +10 -0
- raw/filings/0000928022/2017/0000928022-18-000013/rp_note.txt +0 -0
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- raw/filings/0000928022/2018/0000928022-19-000044/filing.txt +0 -0
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- raw/filings/0000928022/2018/0000928022-19-000044/item1.txt +0 -0
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- raw/filings/0000928022/2018/0000928022-19-000044/item9a.txt +6 -0
- raw/filings/0000928022/2018/0000928022-19-000044/rp_note.txt +0 -0
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- raw/filings/0000928022/2019/0000928022-20-000031/filing.txt +0 -0
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- raw/filings/0000928022/2019/0000928022-20-000031/item1.txt +0 -0
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- raw/filings/0000928022/2019/0000928022-20-000031/item9a.txt +6 -0
- raw/filings/0000928022/2019/0000928022-20-000031/rp_note.txt +0 -0
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- raw/filings/0000928022/2020/0000928022-21-000021/filing.txt +0 -0
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raw/filings/0000928022/2014/0000928022-15-000032/filing.txt
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cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
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0000928022,CPE,Callon Petroleum Co,10-K,2015-03-05,2014-12-31,2015-03-04T23:51:16.000Z,0000928022-15-000032,cpe-20141231x10k.htm,10-K,21358466,1,0,https://www.sec.gov/Archives/edgar/data/928022/000092802215000032/cpe-20141231x10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802215000032/,2014,2014,1
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raw/filings/0000928022/2014/0000928022-15-000032/item1.txt
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ITEM 13. C ertain Relationships and Related Transactions and Director Independence
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For information concerning Item 13, see the definitive proxy statement of Callon Petroleum Company relating to the Annual Meeting of Stockholders to be held on May 14, 2015 which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
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Item 9A. Co ntrols and Procedures
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Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014.
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Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission ( 2013 framework)(the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2014 .
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Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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The Company’s independent registered public accounting firm has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2014 , which follows Part II, Item 9B of this filing. Additionally, the financial statements for each of the years covered in this Annual Report on Form 10-K have been audited by an independent registered public accounting firm, Ernst & Young LLP whose report is presented immediately preceding the Company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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Changes in internal control over financial reporting . There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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ITEM 9A (T). Controls and Procedures
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See Item 9A.
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raw/filings/0000928022/2014/0000928022-15-000032/rp_note.txt
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raw/filings/0000928022/2014/0000928022-15-000032/rpt_disclosure.txt
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Certain Relationships and Related Party Transactions
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The Board’s Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code of Business Conduct and Ethics provides that an officer’s or a Director’s conflict of interest with Callon may only be waived if the Nominating and Corporate Governance Committee approves the waiver and the full Board ratifies the waiver. As of December 31, 2015, we are not aware of any related party transactions with our executive officers that may cause a conflict of interest with us.
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Recoupment Policy
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We have no recoupment policy applicable to annual incentive bonuses or equity awards other than those required under Sarbanes-Oxley legislation, though the Committee continuously evaluates the need to adopt such a policy.
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Compensation Committee Report
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The Compensation Committee has reviewed and discussed with management the CD&A required by Item 402(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and based on such review and discussions, the Committee has recommended to the Board that the CD&A be included in this proxy statement relating to the 2016 Annual Meeting of Stockholders.
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Respectfully submitted by the Compensation Committee of the Board,
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L. Richard Flury, Chairman
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Larry D. McVay
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Anthony J. Nocchiero
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John C. Wallace
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James M. Trimble
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raw/filings/0000928022/2015/0000928022-16-000132/filing.txt
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cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
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0000928022,CPE,Callon Petroleum Co,10-K,2016-03-03,2015-12-31,2016-03-02T23:43:45.000Z,0000928022-16-000132,cpe-20151231x10k.htm,10-K,15553543,1,0,https://www.sec.gov/Archives/edgar/data/928022/000092802216000132/cpe-20151231x10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802216000132/,2015,2015,1
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raw/filings/0000928022/2015/0000928022-16-000132/item1.txt
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ITEM 13. C ertain Relationships and Related Transactions and Director Independence
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For information concerning Item 13, see the definitive proxy statement of Callon Petroleum Company relating to the Annual Meeting of Stockholders to be held on May 12, 2016 which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
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raw/filings/0000928022/2015/0000928022-16-000132/item9a.txt
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Item 9A. Co ntrols and Procedures
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Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2015 .
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| 3 |
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Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission ( 2013 framework)(the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2015 .
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Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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The Company’s independent registered public accounting firm has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2015 , which follows Part II, Item 9B of this filing. Additionally, the financial statements for each of the years covered in this Annual Report on Form 10-K have been audited by an independent registered public accounting firm, Ernst & Young LLP whose report is presented immediately preceding the Company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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93
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Table of Contents
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Changes in internal control over financial reporting . There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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ITEM 9A (T). Controls and Procedures
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See Item 9A.
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raw/filings/0000928022/2015/0000928022-16-000132/rp_note.txt
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Certain Relationships and Related Party Transactions
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The Board’s Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code of Business Conduct and Ethics provides that an officer’s or a Director’s conflict of interest with Callon may only be waived if the Nominating and Corporate Governance Committee approves the waiver and the full Board ratifies the waiver. As of December 31, 2015, we are not aware of any related party transactions with our executive officers that may cause a conflict of interest with us.
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Recoupment Policy
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We have no recoupment policy applicable to annual incentive bonuses or equity awards other than those required under Sarbanes-Oxley legislation, though the Committee continuously evaluates the need to adopt such a policy.
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Compensation Committee Report
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The Compensation Committee has reviewed and discussed with management the CD&A required by Item 402(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and based on such review and discussions, the Committee has recommended to the Board that the CD&A be included in this proxy statement relating to the 2016 Annual Meeting of Stockholders.
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Respectfully submitted by the Compensation Committee of the Board,
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L. Richard Flury, Chairman
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Larry D. McVay
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Anthony J. Nocchiero
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John C. Wallace
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James M. Trimble
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44
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raw/filings/0000928022/2016/0000928022-17-000023/filing.txt
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cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
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0000928022,CPE,Callon Petroleum Co,10-K,2017-02-28,2016-12-31,2017-02-28T01:39:10.000Z,0000928022-17-000023,cpe-20161231x10k.htm,10-K,15249443,1,0,https://www.sec.gov/Archives/edgar/data/928022/000092802217000023/cpe-20161231x10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802217000023/,2016,2016,1
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raw/filings/0000928022/2016/0000928022-17-000023/item1.txt
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ITEM 13. C ertain Relationships and Related Transactions and Director Independence
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For information concerning Item 13, see the definitive proxy statement of Callon Petroleum Company relating to the Annual Meeting of Stockholders to be held on May 11, 2017 , which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
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Item 9A. Co ntrols and Procedures
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Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2016 .
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+
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Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission ( 2013 framework)(the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2016 .
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Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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The Company’s independent registered public accounting firm has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2016 , which follows Part II, Item 9B of this filing. Additionally, the financial statements for the year ended December 31, 2016, covered in this Annual Report on Form 10-K , have been audited by an independent registered public accounting firm, Grant Thornton LLP, whose report is presented immediately preceding the Company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10 -K. The financial statements for the years ended December 31, 2015 and 2014 were audited by the independent registered public accounting firm, Ernst & Young LLP, whose report is presented immediately preceding the company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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Changes in internal control over financial reporting . There were no changes to our interna l control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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87
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Table of Contents
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ITEM 9A (T). Controls and Procedures
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See Item 9A.
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| 1 |
+
Certain Relationships and Related Party Transactions
|
| 2 |
+
|
| 3 |
+
The Board’s Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code of Business Conduct and Ethics provides that an officer’s or a Director’s conflict of interest with Callon may only be waived if the Nominating and Corporate Governance Committee approves the waiver and the full Board ratifies the waiver. As of December 31, 201 6 , we are not aware of any related party transactions with our executive officers that may cause a conflict of interest with us.
|
| 4 |
+
|
| 5 |
+
Recoupment Policy
|
| 6 |
+
|
| 7 |
+
We have no recoupment policy applicable to annual incentive bonuses or equity awards other than those required under Sarbanes-Oxley legislation, though the Committee continuously evaluates the need to adopt such a policy.
|
| 8 |
+
|
| 9 |
+
|
| 10 |
+
38
|
| 11 |
+
Compensation Committee Report
|
| 12 |
+
|
| 13 |
+
The Compensation Committee has reviewed and discussed with management the CD&A required by Item 402(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and based on such review and discussions, the Committee has recommended to the Board that the CD&A be included in this Proxy Statement relating to the 201 7 Annual Meeting of Stockholders.
|
| 14 |
+
|
| 15 |
+
Respectfully submitted by the Compensation Committee of the Board,
|
| 16 |
+
|
| 17 |
+
L. Richard Flury, Chairman
|
| 18 |
+
Larry D. McVay
|
| 19 |
+
Anthony J. Nocchiero
|
| 20 |
+
John C. Wallace
|
| 21 |
+
James M. Trimble
|
| 22 |
+
|
| 23 |
+
|
| 24 |
+
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| 25 |
+
39
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raw/filings/0000928022/2017/0000928022-18-000013/filing.txt
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raw/filings/0000928022/2017/0000928022-18-000013/filing_metadata.csv
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+
cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
|
| 2 |
+
0000928022,CPE,Callon Petroleum Co,10-K,2018-02-28,2017-12-31,2018-02-27T23:03:56.000Z,0000928022-18-000013,cpe-20171231x10k.htm,10-K,18491762,1,0,https://www.sec.gov/Archives/edgar/data/928022/000092802218000013/cpe-20171231x10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802218000013/,2017,2017,1
|
raw/filings/0000928022/2017/0000928022-18-000013/item1.txt
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|
File without changes
|
raw/filings/0000928022/2017/0000928022-18-000013/item13.txt
ADDED
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@@ -0,0 +1,2 @@
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|
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| 1 |
+
ITEM 13. Certain Relationships and Related Transactions and Director Independence
|
| 2 |
+
For information concerning Item 13, see the definitive proxy statement of Callon Petroleum Company relating to the Annual Meeting of Stockholders to be held on May 10, 2018 , which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
|
raw/filings/0000928022/2017/0000928022-18-000013/item9a.txt
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@@ -0,0 +1,10 @@
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| 1 |
+
Item 9A. Controls and Procedures
|
| 2 |
+
Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2017 .
|
| 3 |
+
Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework)(the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017 .
|
| 4 |
+
Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
| 5 |
+
The Company’s independent registered public accounting firm has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2017 , which follows Part II, Item 9B of this filing. Additionally, the financial statements for the years ended December 31, 2017 and 2016 , covered in this Annual Report on Form 10-K, have been audited by an independent registered public accounting firm, Grant Thornton LLP, whose report is presented immediately preceding the Company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. The financial statements for the year ended December 31, 2015 were audited by the independent registered public accounting firm, Ernst & Young LLP, whose report is presented immediately preceding the company’s financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
|
| 6 |
+
Changes in internal control over financial reporting . There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
|
| 7 |
+
87
|
| 8 |
+
Table of Contents
|
| 9 |
+
ITEM 9A (T). Controls and Procedures
|
| 10 |
+
See Item 9A.
|
raw/filings/0000928022/2017/0000928022-18-000013/rp_note.txt
ADDED
|
File without changes
|
raw/filings/0000928022/2017/0000928022-18-000013/rpt_disclosure.txt
ADDED
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@@ -0,0 +1,5 @@
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
+
Certain Relationships and Related Party Transactions
|
| 2 |
+
The Board’s Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code of Business Conduct and Ethics provides that an officer’s or a director’s conflict of interest with Callon may only be waived if the Nominating and Corporate Governance Committee approves the waiver and the full Board ratifies the waiver.
|
| 3 |
+
For the fiscal year ended 2018, David Newberry, who is the son of Gary Newberry, our former Senior Vice President and Chief Operating Officer, received $213,500 in total compensation as an employee of the Company, which is consistent with market compensation for his services. In addition, David Newberry was eligible to participate in all benefit plans and programs available generally to the Company’s employees.
|
| 4 |
+
For the fiscal year ended 2018, Austin Weant, who is the son of Jerry Weant, our Vice President of Land, received $159,366 in total compensation as an employee of the Company, which is consistent with market compensation for his services. In addition, Austin Weant was eligible to participate in all benefit plans and programs available generally to the Company’s employees.
|
| 5 |
+
Except for the foregoing, as of December 31, 2018, we are not aware of any related party transactions with our executive officers that require disclosure under Item 404 of Regulation S-K.
|
raw/filings/0000928022/2018/0000928022-19-000044/filing.txt
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|
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|
|
|
raw/filings/0000928022/2018/0000928022-19-000044/filing_metadata.csv
ADDED
|
@@ -0,0 +1,2 @@
|
|
|
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|
|
|
|
|
|
| 1 |
+
cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
|
| 2 |
+
0000928022,CPE,Callon Petroleum Co,10-K,2019-02-27,2018-12-31,2019-02-26T23:08:34.000Z,0000928022-19-000044,a4q18form10k.htm,10-K,13880408,1,0,https://www.sec.gov/Archives/edgar/data/928022/000092802219000044/a4q18form10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802219000044/,2018,2018,1
|
raw/filings/0000928022/2018/0000928022-19-000044/item1.txt
ADDED
|
File without changes
|
raw/filings/0000928022/2018/0000928022-19-000044/item13.txt
ADDED
|
@@ -0,0 +1,2 @@
|
|
|
|
|
|
|
|
|
|
| 1 |
+
ITEM 13. Certain Relationships and Related Transactions and Director Independence
|
| 2 |
+
For information concerning Item 13, see the definitive proxy statement of Callon Petroleum Company relating to the Annual Meeting of Stockholders to be held on May 9, 2019 , which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
|
raw/filings/0000928022/2018/0000928022-19-000044/item9a.txt
ADDED
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@@ -0,0 +1,6 @@
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
+
ITEM 9A. Controls and Procedures
|
| 2 |
+
Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2018 .
|
| 3 |
+
Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) (the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2018 .
|
| 4 |
+
Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
| 5 |
+
The Company’s independent registered public accounting firm, Grant Thornton, LLP, has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2018 , presented preceding the Company’s financial statements included in Part II, Item 8 of this 2018 Annual Report on Form 10-K. Additionally, the financial statements for the years ended December 31, 2017 and 2016, covered in this 2018 Annual Report on Form 10-K, have also been audited by the Company’s independent registered public accounting firm, whose report is presented preceding the their report on the Company’s internal control over financial reporting, included in Part II, Item 8.
|
| 6 |
+
Changes in internal control over financial reporting . There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
|
raw/filings/0000928022/2018/0000928022-19-000044/rp_note.txt
ADDED
|
File without changes
|
raw/filings/0000928022/2018/0000928022-19-000044/rpt_disclosure.txt
ADDED
|
@@ -0,0 +1,7 @@
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
+
Certain Relationships and Related Party Transactions
|
| 2 |
+
The Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code provides that an officer’s or a director’s conflict of interest with Callon may only be waived if the Nominating and Corporate Governance Committee approves the waiver and the full Board ratifies the waiver.
|
| 3 |
+
For the fiscal year ended 2019, Austin Weant, who is the son of Jerry Weant, our former Vice President of Land, received $162,400 in total compensation as an employee of the Company, which is consistent with market compensation for his services. In addition, Austin Weant was eligible to participate in all benefit plans and programs available generally to the Company’s employees.
|
| 4 |
+
Except for the foregoing, as of December 31, 2019, we are not aware of any related party transactions with our executive officers that require disclosure under Item 404 of Regulation S-K.
|
| 5 |
+
Shareholders’ Proposals and Director Nominations for the 2021 Annual Meeting
|
| 6 |
+
In order for a proposal to be considered for inclusion in the proxy statement for the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) pursuant to Rule 14a-8 of the Exchange Act, such proposal must be received by the Secretary of the Company at our principal executive offices no later than [•], 2020 (assuming the date of the 2021 Annual Meeting has not been changed by more than 30 days from the date of this year’s Annual Meeting), and must otherwise be in compliance with the requirements of the SEC’s proxy rules. If the date of the 2021 Annual meeting has been changed by more than 30 days from the date of this Annual Meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials for the 2021 Annual Meeting.
|
| 7 |
+
For a shareholder proposal to be introduced for consideration at the 2021 Annual Meeting but not intended to be considered for inclusion in the Company's proxy statement and form of proxy relating to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act), including shareholder nominations for candidates for election as directors, a shareholder must provide written notice of such proposal to Company not later than 120 days nor earlier than 150 days before the date of the 2021 Annual Meeting. Any such notice must describe the shareholder proposal in reasonable detail and otherwise comply with the requirements set forth in our bylaws.
|
raw/filings/0000928022/2019/0000928022-20-000031/filing.txt
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|
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raw/filings/0000928022/2019/0000928022-20-000031/filing_metadata.csv
ADDED
|
@@ -0,0 +1,2 @@
|
|
|
|
|
|
|
|
|
|
| 1 |
+
cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
|
| 2 |
+
0000928022,CPE,Callon Petroleum Co,10-K,2020-02-28,2019-12-31,2020-02-28T21:41:11.000Z,0000928022-20-000031,a4q19form10k.htm,10-K,20588786,1,1,https://www.sec.gov/Archives/edgar/data/928022/000092802220000031/a4q19form10k.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802220000031/,2019,2019,1
|
raw/filings/0000928022/2019/0000928022-20-000031/item1.txt
ADDED
|
File without changes
|
raw/filings/0000928022/2019/0000928022-20-000031/item13.txt
ADDED
|
@@ -0,0 +1,2 @@
|
|
|
|
|
|
|
|
|
|
| 1 |
+
ITEM 13. Certain Relationships and Related Transactions and Director Independence
|
| 2 |
+
For information concerning Item 13, see the definitive proxy statement of Callon relating to the Annual Meeting of Stockholders to be held on May 14, 2020 , which will be filed with the Securities and Exchange Commission and is incorporated herein by reference.
|
raw/filings/0000928022/2019/0000928022-20-000031/item9a.txt
ADDED
|
@@ -0,0 +1,6 @@
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
+
ITEM 9A. Controls and Procedures
|
| 2 |
+
Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2019 .
|
| 3 |
+
Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) (the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2019 . Management’s evaluation of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the merger with Carrizo on December 20, 2019. Carrizo’s total assets and total operating revenue represented approximately 40% of the Company’s consolidated total assets at December 31, 2019 and 4% of the Company’s consolidated total operating revenue for the year ended December 31, 2019 .
|
| 4 |
+
Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
| 5 |
+
The Company’s independent registered public accounting firm, Grant Thornton, LLP, has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2019 , presented preceding the Company’s financial statements included in Part II, Item 8 of this 2019 Annual Report on Form 10-K. Additionally, the financial statements for the years ended December 31, 2018 and 2017 , covered in this 2019 Annual Report on Form 10-K, have also been audited by the Company’s independent registered public accounting firm, whose report is presented preceding the their report on the Company’s internal control over financial reporting, included in Part II, Item 8.
|
| 6 |
+
Changes in internal control over financial reporting . As noted under “ Management’s report on internal control over financial reporting ”, management’s evaluation of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the merger with Carrizo on December 20, 2019. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. The Company is in the process of integrating Carrizo’s and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, there were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
|
raw/filings/0000928022/2019/0000928022-20-000031/rp_note.txt
ADDED
|
File without changes
|
raw/filings/0000928022/2019/0000928022-20-000031/rpt_disclosure.txt
ADDED
|
@@ -0,0 +1,13 @@
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|
|
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|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
+
Certain Relationships and Related Party Transactions
|
| 2 |
+
The Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code provides that an officer’s or a director’s conflict of interest with Callon may only be waived if the N&ESG Committee approves the waiver and the full Board ratifies the waiver.
|
| 3 |
+
We are not aware of any related party transactions with our executive officers that require disclosure under Item 404 of Regulation S-K.
|
| 4 |
+
Shareholders’ Proposals and Director Nominations for the 2022 Annual Meeting
|
| 5 |
+
In order for a proposal to be considered for inclusion in the proxy statement for the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) pursuant to Rule 14a-8 of the Exchange Act, such proposal must be received by the Secretary of the Company at our principal executive offices no later than December 10, 2021 (assuming the date of the 2022 Annual Meeting has not been changed by more than 30 days from the date of this year’s Annual Meeting), and must otherwise be in compliance with the requirements of the SEC’s proxy rules. If the date of the 2022 Annual Meeting has been changed by more than 30 days from the date of this Annual Meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials for the 2022 Annual Meeting.
|
| 6 |
+
For a shareholder proposal to be introduced for consideration at the 2022 Annual Meeting but not intended to be considered for inclusion in the Company's proxy statement and form of proxy relating to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act), including shareholder nominations for candidates for election as directors, a shareholder must provide written notice of such proposal to Company not later than 120 days nor earlier than 150 days before the date of the 2022 Annual Meeting. Any such notice must describe the shareholder proposal in reasonable detail and otherwise comply with the requirements set forth in our bylaws.
|
| 7 |
+
Nominating Process
|
| 8 |
+
In accordance with our certificate of incorporation, any shareholder may nominate a person for election to the Board upon delivery of written notice to us of such nomination. Such notice must be sent as provided in our certificate of incorporation on or before the deadline set forth in our certificate of incorporation, and must otherwise comply with the procedures set forth in our certificate of incorporation. For nominations, the Board will consider individuals identified by shareholders on the same basis as nominees identified from other sources. A submission recommending a nominee should include:
|
| 9 |
+
• Sufficient biographical information to allow the N&ESG Committee to evaluate the qualifications of a potential nominee in light of the director nomination procedures and criteria and any other information that would be required to be disclosed in solicitations of proxies for the election of directors;
|
| 10 |
+
• An indication as to whether the proposed nominee will meet the requirements for independence under NYSE and SEC guidelines;
|
| 11 |
+
• A description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the nominating shareholder or beneficial owner and each proposed nominee;
|
| 12 |
+
• A completed and signed questionnaire, representation, and agreement, pursuant to our bylaws, with respect to each nominee for election or re-election to the Board; and
|
| 13 |
+
• The proposed nominee’s written consent to serve if nominated and elected.
|
raw/filings/0000928022/2020/0000928022-21-000021/filing.txt
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ADDED
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+
cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
|
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0000928022,CPE,Callon Petroleum Co,10-K,2021-02-25,2020-12-31,2021-02-25T21:45:05.000Z,0000928022-21-000021,cpe-20201231.htm,10-K,19721152,1,1,https://www.sec.gov/Archives/edgar/data/928022/000092802221000021/cpe-20201231.htm,https://www.sec.gov/Archives/edgar/data/928022/000092802221000021/,2020,2020,1
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ITEM 13. Certain Relationships and Related Transactions and Director Independence
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The information required by this item is incorporated herein by reference to the 2021 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2020.
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ITEM 9A. Controls and Procedures
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Disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020.
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Management’s report on internal control over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control structure is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements prepared for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework in Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) (the COSO criteria). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.
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Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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115
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The Company’s independent registered public accounting firm, Grant Thornton, LLP, has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of December 31, 2020, presented preceding the Company’s financial statements included in Part II, Item 8 of this 2020 Annual Report on Form 10-K. Additionally, the financial statements for the years ended December 31, 2019 and 2018, covered in this 2020 Annual Report on Form 10-K, have also been audited by the Company’s independent registered public accounting firm, whose report is presented preceding the their report on the Company’s internal control over financial reporting, included in Part II, Item 8.
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Changes in internal control over financial reporting . There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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Certain Relationships and Related Party Transactions
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The Audit Committee charter provides that the Audit Committee shall review and approve all related party transactions. A transaction will be considered a “related party transaction” if the transaction would be required to be disclosed under Item 404 of Regulation S-K. In addition, our Code provides that an officer’s or a director’s conflict of interest with Callon may only be waived if the N&ESG Committee approves the waiver and the full Board ratifies the waiver.
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We are not aware of any related party transactions with our executive officers that require disclosure under Item 404 of Regulation S-K.
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Shareholders’ Proposals and Director Nominations for the 2022 Annual Meeting
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In order for a proposal to be considered for inclusion in the proxy statement for the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) pursuant to Rule 14a-8 of the Exchange Act, such proposal must be received by the Secretary of the Company at our principal executive offices no later than December 10, 2021 (assuming the date of the 2022 Annual Meeting has not been changed by more than 30 days from the date of this year’s Annual Meeting), and must otherwise be in compliance with the requirements of the SEC’s proxy rules. If the date of the 2022 Annual Meeting has been changed by more than 30 days from the date of this Annual Meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials for the 2022 Annual Meeting.
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For a shareholder proposal to be introduced for consideration at the 2022 Annual Meeting but not intended to be considered for inclusion in the Company's proxy statement and form of proxy relating to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act), including shareholder nominations for candidates for election as directors, a shareholder must provide written notice of such proposal to Company not later than 120 days nor earlier than 150 days before the date of the 2022 Annual Meeting. Any such notice must describe the shareholder proposal in reasonable detail and otherwise comply with the requirements set forth in our bylaws.
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Nominating Process
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In accordance with our certificate of incorporation, any shareholder may nominate a person for election to the Board upon delivery of written notice to us of such nomination. Such notice must be sent as provided in our certificate of incorporation on or before the deadline set forth in our certificate of incorporation, and must otherwise comply with the procedures set forth in our certificate of incorporation. For nominations, the Board will consider individuals identified by shareholders on the same basis as nominees identified from other sources. A submission recommending a nominee should include:
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• Sufficient biographical information to allow the N&ESG Committee to evaluate the qualifications of a potential nominee in light of the director nomination procedures and criteria and any other information that would be required to be disclosed in solicitations of proxies for the election of directors;
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• An indication as to whether the proposed nominee will meet the requirements for independence under NYSE and SEC guidelines;
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• A description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the nominating shareholder or beneficial owner and each proposed nominee;
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• A completed and signed questionnaire, representation, and agreement, pursuant to our bylaws, with respect to each nominee for election or re-election to the Board; and
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• The proposed nominee’s written consent to serve if nominated and elected.
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