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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): April 28, 2020

RPC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-8726 58-1550825
(State or Other Jurisdiction
of Incorporation) 		(Commission File Number)

(IRS Employer

Identification No.)

 

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329
(Address of principal executive office) (zip code)

 

Registrant's telephone number, including area code: (404) 321-2140

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.10 par value   RES   New York Stock Exchange

 

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))

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2020 annual meeting of stockholders of the Company was held on April 28, 2020. At the annual meeting, the stockholders of the Company (i) elected three Class I nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) held a nonbinding vote on executive compensation.

 

The voting results for each proposal are as follows:

 

1. To elect the three Class I nominees to the Board of Directors:

 

    For   Withheld   Broker
Non-Vote
Class I nominees:            
R. Randall Rollins   191,484,346   8,094,911   6,711,678
Henry B. Tippie   183,789,878   15,789,379   6,711,678
James B. Williams   194,557,405   5,021,852   6,711,678

 

2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:

 

For   Against   Abstain
205,482,960   736,212   71,763

 

3. To hold a non-binding vote on executive compensation:

 

For   Against   Abstain  

Broker

Non-Vote

198,398,310   1,011,106   169,841   6,711,678

 

Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive compensation every three years.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

Executive Officer Compensation

 

On April 28, 2020, the Compensation Committee of the Board of Directors approved a reduction in the base salary for its Named Executive Officers identified in the registrant’s 2020 proxy statement. In light of the difficult operating environment faced by the Company, the Named Executive Officers base salaries were reduced by 25 percent effective May 1, 2020, as follows:

 

        Base Salary as of   Base Salary as of
Name   Title   January 1, 2020   May 1, 2020
Richard A. Hubbell   President and Chief Executive Officer   $950,000   $712,500
Ben M. Palmer   Vice President, Chief Financial Officer and Treasurer   $450,000   $337,500
R. Randall Rollins   Chairman   $850,000   $637,500

 

 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RPC, Inc.
   
Date: April 28, 2020

/s/ Ben M. Palmer

  Ben M. Palmer
  Vice President,
  Chief Financial Officer and Treasurer

 

 

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