UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (Amendment
No. )
Filed by
the Registrant þ
Filed by a Party other than the
Registrant □
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section
240.14a-12
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Petroleum
Development Corporation
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary
materials.
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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Party:
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Date
Filed:
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On June
12, 2008, Petroleum Development Corporation (the “Company”) board of
directors adopted a policy regarding designation of preferred stock. At the
upcoming annual meeting of the Company’s shareholders to be held on June 23,
2008, shareholders are being asked to approve Proposal No. 2, an amendment and
restatement of the Company’s Articles of Incorporation to: (1) increase the
number of authorized shares of the Company’s common stock, par value $0.01 per
share (“Common Stock”), from 50,000,000 shares to 100,000,000 shares and (2)
authorize the Company to issue up to 50,000,000 shares of preferred stock, par
value $0.01 per share (“Preferred Stock”), which may be issued in one or more
series, with such rights, preferences, privileges and restrictions as shall be
fixed by the Company’s board of directors from time to time.
In order
to address concerns regarding the use of the Preferred Stock, the Company’s
board of directors has adopted a policy requiring that, unless approved by a
vote of the shareholders, any designation of Preferred Stock in connection with
the adoption of a shareholder rights plan include provisions effecting the
termination of that plan within one year. The policy also requires that other
uses of Preferred Stock be limited to bona fide capital raising or business
acquisition transactions.
As
disclosed in the proxy statement distributed in connection with the upcoming
annual meeting of shareholders, the Company has no current plans to issue
Preferred Stock. Rather, this proposal to approve the creation of Preferred
Stock is designed to provide the Company’s board of directors with the
flexibility to issue such Preferred Stock, should they, at some time in the
future, determine that such measures are necessary or desirable. Shareholders
and other investors are urged to read the proxy statement, which contains
important information that should be read carefully before any decision is made
with respect to all proposals, including the proposal to approve the creation of
the Preferred Stock.
The
annual meeting of shareholders for the Company is scheduled to take place on
June 23, 2008. If you have already voted and wish to change your vote on
Proposal No. 2, you may revoke your proxy and vote your shares at the annual
meeting even if you have previously completed and returned your proxy card. You
are entitled to revoke your proxy at any time before it is exercised by
attending the annual meeting and voting in person, duly executing and delivering
a proxy bearing a later date, or sending written notice of revocation to the
Company’s Corporate Secretary at the Company’s address located at the top of
this page.