UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 12, 2006
PYR Energy Corporation
---------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-15511 95-4580642
-------- --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1675 Broadway, Suite 2450, Denver, Colorado 80202
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 572-8900
N/A
---------------------------------------------------------
(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):
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
Director Compensation
On September 12, 2006, the Compensation Committee (the "Compensation Committee")
of the Board of Directors (the "Board") of PYR Energy Corporation (the
"Company") authorized a non-employee director bonus of $25,000 and annual and
meeting attendance fees payable to non-employee members of the Board. The bonus
was based on the extraordinary amount of time and effort expended by the
non-employee directors during the preceding year.
Each director shall receive the one-time bonus in cash on September 29, 2006.
The annual retainer and meeting attendance fees shall be as set forth below
beginning with the Company's most recent annual meeting of stockholders. Annual
fees shall be paid in quarterly installments on the last business day of each of
the Company's fiscal quarters, pro-rated for the portion of that quarter for
which the director served in the position being compensated. Meeting fees shall
be paid on the first business day after the subject meeting. Fees accrued as of
September 12, 2006 will be paid on September 29, 2006.
For fees accruing after September 29, 2006, directors may elect to be paid
annual fees, including annual and chairperson fees, in shares of the Company's
common stock by giving notice to the Company's Chief Financial Officer on or
before the last business day prior to the designated payment date. Payments in
stock shall be valued at 90% of the last traded price for the Company's common
stock on the last business day prior to the designated payment date. The stock
options and any shares of common stock will be issued under the Company's 2006
Stock Incentive Plan. Stock Option Agreements will be entered into with respect
to the Annual Stock Option Retainer.
--------------------------------------------------------------------------------------------------------------
COMPENSATION AMOUNT PAYABLE TO PAYABLE
--------------------------------------------------------------------------------------------------------------
Annual Retainer $10,000 All Directors Quarterly at end of each
fiscal quarter during term
as director
--------------------------------------------------------------------------------------------------------------
Annual Stock Option Retainer $25,000 All Directors 25% of options become
(based on exercisable at end of each
Black-Scholes fiscal quarter during term
calculation of director
of option
value), with
exercise
price equal
to last
traded price
on date of
grant*
--------------------------------------------------------------------------------------------------------------
Board and Audit Committee $20,000 Chairperson of Board; Quarterly at end of each
Chairperson Fee Annual Fee Chairperson of Audit Committee fiscal quarter during term
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
COMPENSATION AMOUNT PAYABLE TO PAYABLE
--------------------------------------------------------------------------------------------------------------
Compensation Committee $10,000 Chairperson of Compensation Quarterly at end of each
Chairperson Fee Annual Fee Committee fiscal quarter during term
--------------------------------------------------------------------------------------------------------------
Board Meeting Attendance Fee $1,000 All Attending Directors For each Board Meeting (30
(Attendance in Person) minutes or longer)
--------------------------------------------------------------------------------------------------------------
Board Meeting Attendance Fee $500 All Attending Directors For each Board Meeting (30
(Attendance via Teleconference) minutes or longer)
--------------------------------------------------------------------------------------------------------------
Committee Meeting Attendance $500 All Attending Committee Members For each Committee Meeting
Fee (No other compensated (30 minutes or longer)
meeting fee on same day)
--------------------------------------------------------------------------------------------------------------
Committee Meeting Attendance $250 All Attending Committee Members For each Committee Meeting
Fee (when another compensated (30 minutes or longer)
meeting same day)
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Annual Stockholder Meeting $1,000 All Attending Directors For Attendance at Annual
Attendance Fee Stockholder Meeting
--------------------------------------------------------------------------------------------------------------
* For 2006, date of grant shall be September 29, 2006. Thereafter, date of
grant shall be date of election of director.
In addition, directors shall be reimbursed for all reasonable out-of-pocket
expenses in connection with travel to and attendance at Board of Directors,
Stockholders and Committee meetings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 2006 Stock Incentive Plan
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.
PYR Energy Corporation
Signature: /s/ Kenneth R. Berry, Jr.
--------------------------
Name: Kenneth R. Berry, Jr.
Title: Chief Executive Officer
Dated: September 18, 2006