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): January 5, 2010 (January 1,
2010)
LINN
ENERGY, LLC
(Exact
name of registrant as specified in its charters)
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Delaware
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000-51719
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65-1177591
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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600
Travis, Suite 5100
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Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (281) 840-4000
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
Effective
January 1, 2010, the Board of Directors (“Board”) of Linn Energy, LLC (the
“Company”) voted to elect Mark E. Ellis as President and Chief Executive Officer
of the Company.
As Chief Executive Officer, Mr. Ellis succeeds Michael C. Linn who will
now hold the position of Executive Chairman of the Board.
Also
effective January 1, 2010, the Board, based on the recommendation of the Board’s
Nominating and Governance Committee, voted to increase the size of the Company’s
board to six members and appointed Mr. Ellis to fill the
vacancy. Given his position as President and Chief Executive Officer
of the Company, Mr. Ellis will not be an independent director and will not serve
on any of the Board’s existing committees. In accordance with
the Company’s Second Amended and Restated Limited Liability Company Agreement,
as amended, Mr. Ellis will serve as a director until the next annual meeting of
unitholders and until his successor has been duly elected and qualified or until
his earlier resignation or removal. Mr. Ellis will not receive any
additional compensation for his service as director.
Mr.
Ellis, 53, served as President and Chief Operating Officer of the Company from
December 2007 to January 2010 and served as Executive Vice President and Chief
Operating Officer from December 2006 to December 2007. Mr. Ellis
has over 30 years of experience in the oil and natural gas industry, most
recently serving as President, Lower 48 for ConocoPhillips from April 2006 to
November 2006. Prior to joining ConocoPhillips, Mr. Ellis served
as Senior Vice President of North American Production for Burlington Resources
from September 2004 to April 2006. He served as President of
Burlington Resources Canada Ltd. in Calgary from October 2000 to September
2004. Mr. Ellis joined Burlington Resources in 1985 and also
held the positions of Vice President of the San Juan Division, Vice President
and Chief Engineer and Manager of Acquisitions. He began his career
at The Superior Oil Company, where he served in several engineering positions in
the Onshore and Offshore divisions. Mr. Ellis is a member of the
Society of Petroleum Engineers, a past board member of the New Mexico Oil &
Gas Association and previously served on the Board of Governors of the Canadian
Association of Petroleum Producers and served on the Foundation Board of the
Alberta Children’s Hospital. Mr. Ellis currently serves on the
Board of The Center for Hearing and Speech in Houston, Houston Museum of Natural
Science, the Cynthia Woods Mitchell Pavilion, Industry Board of Petroleum
Engineering at Texas A&M University and the Visiting Committee of Petroleum
Engineering at the Colorado School of Mines.
Mr. Ellis
was not selected as director pursuant to any arrangement or understanding with
any other person. Mr. Ellis has not been a participant in any
transaction since January 2009, or any currently proposed transaction, in which
the Company was or is to be a participant and the amount involved exceeds
$120,000. There are no family relationships between Mr. Ellis
and any other director or executive officer of the Company.
A copy of
the press release announcing Mr. Ellis’s election is attached to this
Report as Exhibit 99.1 and is incorporated into this Item 5.02 by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
Release of Linn Energy, LLC dated January 4,
2010.
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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.
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LINN
ENERGY, LLC
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Date:
January 5, 2010
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By:
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/s/ CHARLENE A. RIPLEY
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Charlene
A. Ripley
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Senior
Vice President, General Counsel and
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Corporate
Secretary
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