Nine Energy Service Inc. filed SEC Form 8-K: Results of Operations and Financial Condition
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
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 | Results of Operations and Financial Condition. |
On May 6, 2024, Nine Energy Service, Inc. (the “Company”) issued a press release providing information on its results of operations and financial condition for the quarter ended March 31, 2024. 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 to 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 to 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 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders were requested to: (1) elect the three nominees named in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 8, 2024 (the “Proxy Statement”), to serve on the Company’s Board of Directors (the “Board”) as Class III Directors until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”) and (4) approve, on an advisory basis, the frequency of future say-on-pay advisory votes.
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:
| 1. | Each of the three nominees for Class III Directors that was up for election was elected for a term of three years. Votes regarding the election of these directors were as follows: |
| NOMINEE |
VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
| Mark E. Baldwin |
13,779,326 | 3,759,461 | 10,501,637 | |||||||||
| Ernie L. Danner |
13,633,329 | 3,905,458 | 10,501,637 | |||||||||
| Ann G. Fox |
13,808,513 | 3,730,274 | 10,501,637 | |||||||||
| 2. | PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 27,926,497 | 91,049 | 22,878 | 0 |
| 3. | The compensation of the Company’s named executive officers was approved, on an advisory basis. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 14,250,322 | 3,186,615 | 101,850 | 10,501,637 |
| 4. | A frequency of one year for future say-on-pay advisory votes was approved, on an advisory basis. The voting results were as follows: |
| EVERY ONE YEAR |
EVERY TWO YEARS |
EVERY THREE YEARS |
VOTES ABSTAINED |
BROKER NON-VOTES | ||||
| 17,259,557 | 13,448 | 88,763 | 177,017 | 10,501,639 |
Based on the vote of our stockholders at the Annual Meeting, and consistent with the Board’s recommendation set forth in the Proxy Statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s named executive officers every year until the next stockholder advisory vote on the frequency of say-on-pay advisory votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Nine Energy Service, Inc. press release dated May 6, 2024. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |
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.
| Dated: May 6, 2024 | NINE ENERGY SERVICE, INC. | |||||
| By: | /s/ Theodore R. Moore | |||||
| Theodore R. Moore Senior Vice President and General Counsel | ||||||