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MILLER ENERGY RESOURCES, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events(Edgar Glimpses Via Acquire Media NewsEdge) 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 Letter from Marceau N. Schlumberger, dated August 29, 2014, 17.1 regarding his resignation from the Board -------------------------------------------------------------------------------- |