Liberty Energy Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LBRT
Oilfield Services/Equipment
Energy
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 15, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address and Zip Code of Principal Executive Offices)
(303 ) 515-2800
(Registrant’s Telephone Number, Including Area Code)
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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 ☐
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Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 15, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Liberty Energy Inc. (the “Company”), the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter” and, as so amended as described herein and in the Proxy Statement (as defined below), the “Amended and Restated Charter”). The amendments approved are generally described under the description of Proposals 5, 6, 7, and 9 in Item 5.07 of this Current Report on Form 8-K and disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 6, 2025 (the “Proxy Statement”). Effective April 15, 2025, the Company filed the Amended and Restated Charter with the Delaware Secretary of State.
Effective April 15, 2025, the Board of Directors (the “Board”) of the Company approved the amendment and restatement of the Company’s Second Amended and Restated Bylaws (the “Bylaws” and, as so amended as described herein, the “Amended and Restated Bylaws”) to conform the Bylaws to the amendments approved by the Company’s stockholders to the Charter.
The foregoing descriptions of the Amended and Restated Charter and the Amended and Restated Bylaws are qualified by reference to the full text of such documents, copies of which are filed herewith as Exhibits 3.1 and 3.3, respectively. Marked copies of the Amended and Restated Charter and the Amended and Restated Bylaws showing the amendments effective as of April 15, 2025 are filed herewith as Exhibits 3.2 and 3.4, respectively.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Proxy Statement.
Proposal 1: All three director nominees were elected as Class III directors of the Board to serve for a term of three years as follows:
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Peter A. Dea | 117,026,860 | 24,686,942 | 7,384,434 | |||||||||||||||||
| William F. Kimble | 117,348,770 | 24,365,032 | 7,384,434 | |||||||||||||||||
| James R. McDonald | 128,296,259 | 13,417,543 | 7,384,434 | |||||||||||||||||
Proposal 2: The advisory vote to approve the compensation of the Company’s named executive officers was approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 139,465,988 | 2,110,215 | 137,599 | 7,384,434 | |||||||||||||||||
Proposal 3: The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 148,473,734 | 538,981 | 85,521 | — | |||||||||||||||||
Proposal 4: The advisory vote to determine the frequency of future advisory votes to approve the compensation of the Company’s named executive officers was determined to be one year as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | |||||||||||||||||
| 131,619,766 | 314,104 | 9,637,771 | 142,161 | |||||||||||||||||
A plurality of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our stockholders, the Company has decided that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our Annual Meeting of Stockholders in 2031.
Proposal 5: An amendment to the Company’s Charter to declassify the Board was approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 141,295,402 | 310,035 | 108,365 | 7,384,434 | |||||||||||||||||
Proposal 6: An amendment to the Company’s Charter to remove the 66 2/3% supermajority vote requirements to amend, alter, or repeal the Company’s Charter and Bylaws and to remove directors from office was approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 141,404,704 | 194,912 | 114,186 | 7,384,434 | |||||||||||||||||
Proposal 7: An amendment to the Company’s Charter to limit the liability of certain officers was approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 127,795,126 | 13,790,039 | 128,637 | 7,384,434 | |||||||||||||||||
Proposal 8: An amendment to the Company’s Charter to delete the waiver of Section 203 of the Delaware General Corporation Law was not approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 37,002,776 | 104,350,130 | 360,896 | 7,384,434 | |||||||||||||||||
Proposal 9: Miscellaneous amendments to clarify and update the Company’s Charter were approved as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 148,635,313 | 120,677 | 342,246 | — | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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.
Dated: April 21, 2025 | LIBERTY ENERGY INC. | |||||||||||||||||||
| By: | /s/ R. Sean Elliott | |||||||||||||||||||
| R. Sean Elliott | ||||||||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||||||||