Current Report Filing (8-k)

Hot Features

Follow Feed

Options Flow

Monitor

Your Recent History

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Company

Business

Popular

Get The App

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): February 3, 2016 (January 28, 2016)

KEY ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-08038

04-2648081

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1301 McKinney Street, Suite 1800

Houston, Texas 77010

(Address of principal executive offices and Zip Code)

713-651-4300

(Registrant’s telephone number, including area code)

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:

¨	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cash Retention Awards.

On January 28, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Key Energy Services, Inc. (the “Company”), after discussion with a compensation consultant, used its discretion to approve the following cash retention awards to the Company’s named executive officers as follows:


	Cash Retention Awards
Richard J. Alario Chief Operating Officer		0
Robert Drummond* President and Chief Operating Officer	$	766,000
J. Marshall Dodson Senior Vice President and Chief Financial Officer	$	425,000
Kim B. Clarke Senior Vice President, Administration and Chief People Officer		0

Although Mr. Drummond is not currently a named executive officer of the Company and as a result disclosure of his compensation is not required under Item 5.02 (e) of Form 8-K, the Company has previously disclosed that Mr. Drummond will become Chief Executive Officer of the Company upon the retirement of Mr. Alario which shall occur prior to December 31, 2016.

The cash retention awards will be paid out in a lump sum cash payment on the first regularly scheduled pay date after June 30, 2017 if the following criteria is satisfied:

(i)

the named executive officer is continuously employed by the Company from the date of the Agreement (as defined below) through June 30, 2017 (the “Retention Period”);

(ii)

The named executive officer has not given notice of his intent to resign from employment prior to or on June 30, 2017.

In the event of a Change of Control (as defined in the Form of Cash Retention Award Agreement (the “Agreement”)) and the named executive officer is terminated by the Company for any reason, except for Cause (as defined in the Agreement), the cash retention award will be paid pro-rata calculated by multiplying the cash retention award by a fraction, the numerator of which shall equal the number of days that have passed between the date of the agreement and the date of the named executive’s separation from service with the Company, and the denominator of which shall be the full number of days of the Retention Period.

The Agreement used in connection with these cash retention awards is filed as Exhibit 99.1 hereto.

2016 Base Salary and 2015 Bonus.

On January 28, 2016, the Committee, after discussion with a compensation consultant, approved base salaries for 2016 and cash bonuses for 2015 for certain of the Company’s executive officers, including the Company’s named executive officers. Cash bonus amounts for 2015 include payments to be made pursuant to the Company’s 2015 management incentive plan. The Committee did not approve any salary increases for the named executive officers. The approved 2016 base salary and 2015 cash bonus amounts for each of the named executive officers are set forth in the table below:


	2016 Base Salary		2015 Cash Bonus
Richard J. Alario Chief Operating Officer	$	865,000	$	150,000
Robert Drummond* President and Chief Operating Officer	$	625,000	$	200,000
J. Marshall Dodson Senior Vice President and Chief Financial Officer	$	375,000	$	125,000
Kim B. Clarke Senior Vice President, Administration and Chief People Officer	$	360,000	$	70,000

2016 Management Incentive Plan

On January 28, 2016, the Committee approved a performance based cash bonus plan for 2016, the 2016 Management Incentive Plan (the “MIP”), pursuant to which all eligible Company employees, including named executive officers, will be eligible to receive a cash bonus. Under the MIP, eligible employees, including each of the named executive officers, may receive cash bonuses upon the achievement of certain performance criteria in the event that they are still employed by the Company at the time of any payout to be made in 2017.

The amount of bonuses paid under the MIP will be determined by the Committee after evaluating (i) Company financial performance metrics, (ii) relative peer performance metrics, (iii) safety metrics and (iv) overall performance metrics, including corporate and individual goals. Performance criteria and individual goals and the weighting of both may differ for each participant depending on whether they are considered to be an operational or non-operational participant. The MIP will be measured in two six month periods: (a) January 1, 2016 through June 30, 2016 and (b) July 1, 2016 through December 31, 2016. Each period will have a 50% weighting and any resulting payout will occur after the 2016 calendar year-end. The Committee will focus on cash management in 2016 and will use discretion in considering the resulting bonus payout. The specific goals and performance criteria, including the respective weighting of such, have not yet been communicated to the MIP participants.

Item 8.01

Other Events.

The Board of Directors of the Company currently intends to hold its 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) on Thursday, November 17, 2016. The exact time and location of the 2016 Annual Meeting will be specified in the Company’s proxy statement for the 2016 Annual Meeting. Because the expected date of the 2016 Annual Meeting will be more than 30 days after the anniversary of the Company’s 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is informing stockholders of the change.

For stockholders who wish to present a proposal to be considered for inclusion in the Company’s proxy statement and for consideration at the 2016 Annual Meeting, the Company has set a new deadline for the receipt of such proposals in accordance with Rule 14a-8 under the Exchange Act. In order to be considered timely, the proposal must be delivered to the Company’s Corporate Secretary at the Company’s principal executive offices prior to the close of business on July 20, 2016, which the Company has determined is a reasonable time before the Company begins to print and mail its proxy materials. Stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

For stockholders who wish to present a proposal for nominations or other business for consideration at the 2016 Annual Meeting pursuant to the advance notice provisions contained in the Company’s by-laws, because the date of the 2016 Annual Meeting is more than 60 days after the anniversary of the 2015 Annual Meeting, the proposal must be delivered to the Company’s Corporate Secretary at the Company’s principal executive offices no earlier than July 20, 2016, which is the one hundred twentieth day prior to the 2016 Annual Meeting and no later than the close of business on August 19, 2016, which is the later of (i) the ninetieth day prior to the 2016 Annual Meeting and (ii) the tenth day following the date on which notice of the date of the 2016 Annual Meeting was mailed or public disclosure of the date of the 2016 Annual Meeting was made by the Company, whichever first occurs.

Proposals should be sent to the Company’s Corporate Secretary by mail to Key Energy Services, Inc., 1301 McKinney Street, Suite 1800, Houston, Texas 77010.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


99.1		Form of Cash Retention Award Agreement.

SIGNATURE

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.

Exhibit Index


Exhibit No.		Description

99.1		Form of Cash Retention Award Agreement.

Exhibit 99.1

[KEY ENERGY LETTERHEAD]

[DATE]

[NAME AND ADDRESS]

Re: Retention Bonus

Dear [EMPLOYEE NAME]:

Key Energy Services, Inc., a Maryland corporation (the “Company”) considers your continued service and dedication to the Company essential to our success. To induce you to remain employed with the Company, the Company is pleased to offer you (“you” or “Employee”) a retention bonus, as described in this letter agreement.

In recognition of your continued service with the Company from January 1, 2016 until June 30, 2017 (the “Retention Period”), the Company is offering you a retention bonus in the amount of [$ ], less all applicable withholdings and deductions withheld from the amount by the Company as required by law (the “Retention Bonus”), subject to the satisfaction of the terms and conditions of this letter agreement.

Section 1. Eligibility Criteria

You will be eligible to receive this Retention Bonus if all of the following criteria are satisfied:

1. You are continually employed by the Company from the date of this letter agreement through the end of the Retention Period, and are employed by the Company on the last day of the Retention Period. The Company will have the sole discretion to determine whether any leave of absence during the Retention Period constitutes a forfeiture of the Retention Bonus.

2. You have not given notice of your intent to resign from employment on or before the last day of the Retention Period.

Section 2. Change in Control or Certain Terminations of Employment

In the event that a Change in Control (as defined below) occurs at the Company, and you are terminated by the Company for any reason, except for Cause (as defined below) on or within twelve (12) months following such a Change in Control, your Retention Bonus will vest pro-rata and you will be entitled to receive a settlement of the resulting vested portion of your Retention Bonus pursuant to Section 3 below. Any pro-

rata vesting governed by this Section 2 will be calculated by multiplying your Retention Bonus by a fraction, the numerator of which shall equal the number of days that have passed between the first day of the Retention Period and the date that your separation from service with the Company occurs, and the denominator of which will be the full number of days within the Retention Period.

For purposes of this letter agreement only, the term “Change in Control” shall be defined as a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company to another entity if, in any such case, the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be case in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event. For purposes of this letter agreement only, the term “Cause” shall mean (1) the willful and continued failure by Employee to substantially perform Employee’s duties hereunder, (2) repeated substandard work performance or repeated unreliability that has not been cured to the Company’s satisfaction after notice of the same as has been provided to Employee; (3) serious workplace misconduct, (4) Employee’s engagement in misconduct that Employee knows or should know reasonably could be injurious to the Company, monetarily or otherwise (including injurious to the reputation of the Company); (5) Employee’s conviction of a felony by a court of competent jurisdiction or a plea of no contest to a felony charge, (6) fraud or other material dishonesty against the Company or any of the Company’s subsidiaries, (7) the breach of any of the provisions hereof, or (8) the violation by Employee of any of the Company’s policies, rules or guidelines as in effect from time to time, including without limitation, the Code of Business Conduct, securities trading policy or anti-trust policy.

Section 3. Payment of Retention Bonus

If you are eligible to receive the Retention Bonus pursuant to Section 1, the Retention Bonus will be paid to you in one lump sum cash payment on the first regularly scheduled pay date after the end of the Retention Period, but in no event later than thirty (30) days following the end of the Retention Period.

In the event that you become eligible to receive the Retention Bonus pursuant to Section 2, the Retention bonus will be paid to you in one lump sum cash payment within thirty (30) days of the consummation of the Change in Control event or your separation from service with the Company, as applicable.

Section 4. Miscellaneous Terms

Your employment remains at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause.

The Company shall oversee all aspects of the administration of the Retention Bonus and this letter agreement. The Company shall have complete control and authority to determine your rights with respect to the Retention Bonus or the rights of any other person having or claiming to have any interest to the Retention Bonus through you. The Company shall have complete discretion to interpret the provisions of this letter agreement and to decide all matters under this letter agreement, including, without limitation, the right to modify a vesting or forfeiture schedule applicable to the Retention Bonus. Such interpretation and decision shall be final, conclusive and binding on you and any person claiming under or through you, in the absence of clear and convincing evidence that the Company acted arbitrarily and capriciously. When making a determination or calculation, the Company shall be entitled to rely on information furnished by you or any Company representative. The Company may correct any defect, supply any omission, or reconcile any inconsistency in this letter agreement in the manner and to the extent it deems necessary or desirable to carry out the intent of this letter agreement, and the Company shall be the sole and final judge of that necessity or desirability.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed and administered in accordance with Section 409A of the Code and all regulations thereunder. All rights under this letter agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any amounts due hereunder.

This letter agreement contains all of the understandings and representations between the Company and you relating to the Retention Bonus and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement shall not prevent the Company from entering into subsequent agreements with you that could modify or amend this letter agreement.

Any payment of cash under this letter agreement to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.

As partial consideration for the granting of the Retention Bonus, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this letter agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors.

This letter agreement, for all purposes, shall be construed in accordance with the laws of Texas without regard to conflicts-of-law principles.

The provisions this letter agreement shall bind and inure to the benefit of the Company and the successors and assigns of the Company, whether as a result of a Change in Control (as defined above) or otherwise. All references to the “Company within this letter agreement shall refer to the Company and any such successor or assignee of the Company.

If this letter agreement accurately sets forth our understandings and agreements with respect to the subject matter hereof, please execute this letter agreement in the space provided below and send a fully executed copy of this letter agreement to [ ] in the enclosed confidential envelope no later than , 2016. The remaining copy is for your files. If [ ] does not receive a signed copy of this letter agreement on or before , 2016, the terms of this letter agreement will expire and neither Company nor any of its subsidiaries or affiliates will have any obligations hereunder. Should you have any questions, please call at ( ) - .We look forward to your continued employment with us.

[Signature page to follow]

Very truly yours,

KEY ENERGY SERVICES, INC.

By:

[NAME]

[TITLE]

Agreed to and accepted:

[EMPLOYEE NAME]

Date

cc	[HUMAN RESOURCES REPRESENTATIVE]

KEY ENERGY SERVICES, INC.

Date: February 3, 2016

/s/ Katherine I. Hargis

Katherine I. Hargis

Vice President, Chief Legal Officer and Secretary