KLX Energy Services Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KLXE
Oilfield Services/Equipment
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||||||||
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 7, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
KLX Energy Services Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2025. There were 17,400,155 shares issued and outstanding and entitled to vote as of March 19, 2025, the record date for the Annual Meeting.
The following are final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2025:
Item No. 1 – Declassification of the Board. The declassification of the Board of Directors of the Company (the “Board”) was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 6,669,963 | 1,184,671 | 25,830 | 5,388,574 | ||||||||
Item No. 2 – Election of Class I Directors. The three nominees were elected to serve as Class I Directors until the 2028 Annual Meeting of Stockholders and until their successors are duly elected or qualified. Votes were as follows:
| NOMINEE | FOR | WITHHOLD | BROKER NON-VOTES | ||||||||
| Christopher J. Baker | 6,474,786 | 1,405,674 | 5,388,574 | ||||||||
| Gunnar Eliassen | 5,911,105 | 1,969,359 | 5,388,574 | ||||||||
| John T. Whates | 6,670,759 | 1,209,705 | 5,388,574 | ||||||||
Item No. 3 – Compensation of Named Executive Officers. The resolution to approve the compensation of Named Executive Officers on a non-binding, advisory basis was not approved. Votes were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 3,334,428 | 4,090,189 | 455,847 | 5,388,574 | ||||||||
Item No. 4 – Elimination of the Supermajority Voting Requirement to Amend the Company’s Bylaws. The elimination of the supermajority voting requirement to amend the Company’s bylaws was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 6,481,468 | 1,373,891 | 25,105 | 5,388,574 | ||||||||
Item No. 5 – Elimination of the Supermajority Voting Requirement to Amend the Company’s Certificate of Incorporation. The elimination of the supermajority voting requirement to amend the Company’s certificate of incorporation was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 6,483,137 | 1,372,236 | 25,091 | 5,388,574 | ||||||||
Item No. 6 – Selection of Independent Registered Public Accounting Firm. The selection of Deloitte & Touche LLP was ratified. Votes were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 12,922,657 | 315,198 | 31,183 | 0 | ||||||||
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KLX Energy Services Holdings, Inc. | ||||||||
| By: | /s/ Max L. Bouthillette | |||||||
| Name: | Max L. Bouthillette | |||||||
| Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||||
| Date: | May 9, 2025 | |||||||