Miller Energy Resources Nominates Two New Independent Director Candidates to
Stand for Election at Fiscal 2013 Annual Meeting and
Reduces Board to Seven Members
Board to Be Comprised of Seven Directors; Five of Whom Are
Independent; Files Preliminary Proxy Materials; Changes to Executive
KNOXVILLE, TN -- (Marketwired) -- 03/13/14 -- Miller Energy
Resources, Inc. (the "Company" or "Miller") (NYSE: MILL) today
announced that its Board of Directors has nominated two new,
highly-qualified independent director nominees, Bob G. Gower,
Chairman of Ensysce Biosciences, Inc. and former CEO of Lyondell
Petrochemical Company, and Joseph T. Leary, Chief Financial Officer
of Tarpon Operating & Development, LLC, to stand for election at the
Company's upcoming Annual Meeting of Shareholders (the "Annual
Meeting"). Joining Messrs. Gower and Leary on the Company's slate of
director nominees are incumbent directors Deloy Miller, Scott M.
Boruff, Gerald Hannahs, Marceau N. Schlumberger and Charles M.
Stivers. Five of the seven director nominees are independent.
The Company also announced today that the Board's Nominating and
Corporate Governance Committee has voted to reduce the size of the
Board from 10 to seven directors at the Annual Meeting, bringing
Miller's board structure to a more appropriate size for the Company.
"We are excited to welcome Bob and Joe, two seasoned executives with
many decades of business and senior management experience, to our
Board of Directors," said Deloy Miller, Chairman of the Board of
Directors. "During their distinguished careers, both Bob and Joe have
worked at and served on the boards of companies across multiple
industries, including financial services, energy and oil and gas
exploration. We look forward to benefiting from their new
perspectives and experience as we continue to position Miller for
future success and deliver value to our stockholders."
David J. Voyticky, David M. Hall, Don A. Turkleson, Herman E.
Gettelfinger and General Merrill A. McPeak are expected to continue
as directors until the next Annual Meeting, when we expect the new
Board to be elected. Messrs. Voyticky and Hall will continue to serve
in their capacities on Miller's management team.
Deloy Miller continued, "We believe that reducing the size of the
Board is consistent with best practices in corporate governance and
will allow the Board to more efficiently carry out its duties. On
behalf of the entire Board, I want to thank David, David, Don, Herman
and General McPeak for their service and tremendous contributions to
Miller's Board. We look forward to David Voyticky's and David Hall's
continued service as members of Miller's senior management."
In addition, the Company has announced that members of its senior
management have agreed to eliminate an options package included in
their compensation for fiscal 2014, and which was reflected in their
July 29, 2013 employment agreements with the Company. The employment
agreements were amended to reflect this change.
"I have met with many shareholders over the past six months, and on
several occasions received feedback on management's compensation
package, and particularly the options included in it," stated Scott
M. Boruff, the Company's Chief Executive Officer. "I discussed the
issue with the other officers involved and we all agreed that
amending our contracts and eliminating the options was the right
thing to do. We listen to our shareholders."
Additional information can be found in the Company's preliminary
proxy materials, which have been filed with the U.S. Securities and
Exchange Commission ("SEC").
Vinson & Elkins LLP and Baker, Donelson, Bearman, Caldwell &
Berkowitz PC are serving as Miller's legal advisors in connection
with the Proxy.
About Bob G. Gower
Dr. Bob Gower has more than 50 years of business and senior
management experience across a range of industries, including energy,
chemical, and technology. He is the current Chairman of Ensysce
Biosciences, Inc., a company he founded in 2008, which is focused on
the use of carbon nanotubes as delivery agents in cancer treatment.
In 2000, Dr. Gower co-founded Carbon Nanotechnologies, Inc. and
served as its CEO until it merged with Unidym in 2007. He was CEO of
Lyondell Petrochemical Company from 1988 to 1996, where he also
served as Chairman of the Board from 1994 to 1997, and as President
from 1985 to 1994. He was Senior Vice President at Atlantic Richfield
Company from 1984 to 1985. Dr. Gower was Senior Vice President of
ARCO Chemical Company from 1979 to 1984 and Vice President from 1977
to 1979. Since 1998, Dr. Gower has served on the Board of Directors
of Kirby Corporation. He received his Bachelor's and Master's degrees
from Southern Illinois University, and his doctorate in organic
chemistry from the University of Minnesota.
About Joseph T. Leary
Mr. Leary has more than 40 years of experience in banking and finance
with over 25 years in the energy business. Mr. Leary is currently the
Chief Financial Officer of Tarpon Operating & Development, LLC, a
private oil and gas exploration and production company, a position he
has held since March 2011. Previously he served as Executive Vice
President and Chief Financial Officer of Energy Partners, Ltd. from
2007 to February 2009. Further, he served as Senior Vice President
and Chief Financial Officer of KCS Energy, Inc. from 2003 until it
was acquired by Petrohawk Energy Corporation in 2006. Prior to his
position with KCS, Mr. Leary was vice president of finance and
treasurer at EEX Corporation from 1996 until 2002. From 1983 until
1996, he held a number of finance and treasury management positions
of increasing responsibility at Enserch Corporation. Mr. Leary
received a Bachelor of Business Administration degree from the
University of Notre Dame and an M.B.A. from Pace University.
About Miller Energy Resources, Inc.
Miller Energy Resources, Inc. is an oil and natural gas exploration,
production and drilling company operating in multiple exploration and
production basins in North America. Miller's focus is in Cook Inlet,
Alaska and in the heart of Tennessee's Appalachian Basin including
the Mississippian Lime and Chattanooga Shale. Miller is headquartered
in Knoxville, Tennessee with offices in Anchorage, Alaska and
Huntsville, Tennessee. The Company's common stock is listed on the
NYSE under the symbol MILL.
Important Additional Information
Miller Energy Resources, Inc.,
certain of its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company's
shareholders in connection with the matters to be considered at the
Company's upcoming annual meeting. On March 13, 2014, the Company
filed a preliminary proxy statement and proxy card with the U.S.
Securities and Exchange Commission (the "SEC") in connection with the
proxy solicitation. Information relating to the participants in the
proxy solicitation is contained in the preliminary proxy statement.
The preliminary proxy statement is available at no charge on the
Company's website at www.millerenergyresources.com in the section
"Investors" and on the SEC's website at www.sec.gov. The Company will
file with the SEC a definitive proxy statement and proxy card in
connection with the proxy solicitation. The definitive proxy
statement and proxy card will be furnished to all shareholders of the
Company when they become available and will be available at no charge
on the Company's website at www.millerenergyresources.com in the
section "Investors" and on the SEC's website at www.sec.gov. In
addition, the Company will provide copies of the definitive proxy
statement and proxy card at no charge when they become available upon
request by writing to the Company at Miller Energy Resources, Inc.,
Attention: Corporate Secretary, 9721 Cogdill Road, Suite 302,
Knoxville, TN 37932. SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH IS
AVAILABLE NOW, THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES
AVAILABLE, AND ALL OTHER MATERIALS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION ABOUT THE
PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS.
Certain statements contained herein are forward-looking statements
including, but not limited to, statements that are predications of or
indicate future events, trends, plans or objectives. Undue reliance
should not be placed on such statements because, by their nature,
they are subject to known and unknown risks and uncertainties.
Forward-looking statements are not guarantees of future activities
and are subject to many risks and uncertainties. Due to such risks
and uncertainties, actual events may differ materially from those
reflected or contemplated in such forward-looking statements.
Forward-looking statements can be identified by the use of the future
tense or other forward-looking words such as "believe," "expect,"
"anticipate," "intend," "plan," "should," "may," "will," believes,"
"continue," "strategy," "position" or the negative of those terms or
other variations of them or by comparable terminology. A discussion
of these risk factors is included in the Company's periodic reports
filed with the SEC.
For more information, please contact the following:
SVP Natural Resources
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