Current Report Filing (8-k)
May 07 2020 - 06:49AM
Edgar (US Regulatory)
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): May 5, 2020
NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38347
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80-0759121
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2001 Kirby Drive, Suite 200
Houston, Texas 77019
(Address of principal executive offices)
(281) 730-5100
(Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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NINE
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02
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Results of Operations and Financial Condition
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On May 7, 2020, Nine Energy Service, Inc. (the Company) issued a press release providing information on its results of operations for the
first quarter ended March 31, 2020. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 2.02 and in Exhibit 99.1 in this Current Report on Form 8-K are being furnished and
shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 in this
Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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On May 5, 2020, the Company held its 2020 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys
stockholders were requested to: (1) elect the three nominees named in the proxy statement to serve on the Companys Board of Directors as Class II Directors until the Companys 2023 Annual Meeting of Stockholders or until their respective
successors are elected and qualified, and (2) ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The following are the final voting
results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the proxy statement for the Annual Meeting:
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1.
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Each of the three nominees for Class II Directors that was up for election was elected for a term of three
years. Votes regarding the election of these directors were as follows:
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NOMINEE
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VOTES FOR
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VOTES
WITHHELD
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BROKER
NON-
VOTES
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Scott E. Schwinger
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20,754,418
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3,653,757
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3,362,900
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Gary L. Thomas
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20,683,566
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3,724,609
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3,362,900
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Andrew L. Waite
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21,556,556
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2,851,619
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3,362,900
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2.
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PricewaterhouseCoopers LLP was ratified as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2020. The voting results were as follows:
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VOTES FOR
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VOTES
AGAINST
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VOTES
ABSTAINED
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BROKER NON-
VOTES
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27,720,050
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36,866
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14,159
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0
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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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Dated: May 7, 2020
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NINE ENERGY SERVICE, INC.
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By:
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/s/ Theodore R. Moore
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Theodore R. Moore
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Senior Vice President and General Counsel
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Nine Energy Service (NYSE:NINE)
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