UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)  August 28, 2014
 
MILLER ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Tennessee
001-34732
62-1028629
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
 
9721 Cogdill Road, Suite 302,
Knoxville, TN
37932
(Address of principal executive offices)
(Zip Code)

 
 
Registrant's telephone number, including area code
(865) 223-6575

 
not applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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

At a meeting on August 28, 2014 (the “August 28 Meeting”), our Board of Directors (the “Board”) voted to adopt a six-member slate of nominees for election to the Board in connection with the Company’s annual meeting of shareholders for fiscal year 2014 (the “Annual Meeting”). The six-member slate included all of the then-serving directors of the Company except for Mr. Marceau N. Schlumberger and Mr. Joseph T. Leary, who were not renominated. Mr. Schlumberger and Mr. Leary voted against the adoption of the six-member slate, which was approved and adopted by a vote of five to two (one director was unable to attend the August 28 Meeting and did not vote).

During the August 28 Meeting and immediately following the vote adopting the six-member slate, Mr. Schlumberger elected to resign as a member of our Board. Mr. Schlumberger, who had served as a member of our Board of Directors since July 2013, cited his disapproval of the slate of nominees as his reason for resigning. He also noted that he would have liked to have seen more discussion regarding the new slate and that he believes the Company’s shareholders would have been better served had the Board nominated the entire then-current Board for re-election. Mr. Schlumberger was serving as a member of our Compensation Committee.

Also during the August 28 Meeting, immediately following Mr. Schlumberger’s resignation, Mr. Leary elected to resign as a member of our Board. Mr. Leary, who had served as a member of our Board of Directors since April 2014, indicated that he agreed with Mr. Schlumberger’s criticisms. He indicated that additional discussion of the proposed nominations would have benefited the Company and that he was opposed to the adoption of the six-person slate approved by the Board. Mr. Leary served on our Audit Committee and our Compensation Committee.

On August 29, 2014, we received a letter from Mr. Schlumberger following his review of this report. He asked that the letter be included as an exhibit to this Current Report on Form 8-K. That letter is filed herewith as Exhibit 17.1 to this report.

Item 8.01    Other Events.

At the August 28 Meeting, in addition to adopting a six-member slate of nominees for consideration by our shareholders at the Annual Meeting, and following the resignations of Mr. Schlumberger and Mr. Leary described under Item 5.02 above, the Board voted to add Mr. Gerald E. Hannahs, Jr., as a member of its Audit Committee and Mr. Charles M. Stivers as a member of its Compensation Committee. Following these appointments, the composition of those committees is as follows:

Audit Committee: Mr. Bob G. Gower (chairperson), Mr. Stivers and Mr. Hannahs

Compensation Committee: Mr. Hannahs (chairperson), Mr. Gower and Mr. Stivers

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.
 
Description
17.1
 
Letter from Marceau N. Schlumberger, dated August 29, 2014, regarding his resignation from the Board






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.

Dated: August 29, 2014
 
Miller Energy Resources, Inc.
 
 
By: /s/ Scott M. Boruff
 
 
Scott M. Boruff
 
 
Chief Executive Officer




2014-08-28 Exhibit 17.1


August 29, 2014

VIA EMAIL (KYost@millerenergyresources.com)

Miller Energy Resources, Inc.
Attn: Kurt Yost, Senior Vice President and General Counsel
9721 Cogdill Road, Suite 302
Knoxville, TN 37932

Re:    Miller Energy Resources, Inc.

Mr. Yost:

This letter is to inform you of the circumstances surrounding my decision to submit my resignation from the Board of Directors (the “Board”) of Miller Energy Resources, Inc. (the “Company”) and is intended to supplement the Company’s disclosure regarding the terms of my resignation, as set forth in the Current Report on Form 8-K that was provided to me for my review on August 28, 2014. I acknowledge and agree that this letter will be filed as an exhibit to the Current Report on Form 8-K that discloses my resignation.

On August 21, 2014, the Board’s Nominating and Corporate Governance Committee (the “Committee”) recommended a slate of directors to the Board for nomination for election at the next shareholder meeting that included both Joseph T. Leary and myself. Following the recommendation of the Committee, at the August 28 Board meeting, Bob Gower, the Board’s Lead Director made a motion to nominate the director slate recommended by the Committee, which did not pass by a vote of three in favor and four against. Two of the four votes against were cast by Gerald Hannahs and Charles Stivers who are members of the Committee who had originally approved the slate of directors to be nominated. Deloy Miller then called for a vote on the new slate of six directors to be nominated, which was approved.

My reasons for resigning are twofold:

1.
Reducing the number of independent directors on the Board from six to four weakens the independence of the Board and is not in the best interest of the Company’s shareholders. With no new independent directors being added, the reduction in the number of independent directors will be impactful. In addition, Governor William Richardson is frequently absent from Board meetings given his conflicts with other matters, which have been well disclosed to the Board. This means the Board is frequently missing another independent director.     

2.
The Chairman of the Board should be responsible for obtaining points of views which may differ on contentious decisions so that these views can be discussed and consensus reached after deliberation. This process was not followed in the decision to reduce the number of independent directors on the Board from six to four.

For the reasons stated above, I have resigned as a member of the Board of the Company and from all committees of the Board, effective as of the August 28, 2014.


Very truly yours,
Marceau Schlumberger