RPC Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2024, during the annual meeting of stockholders of RPC, Inc. (the “Company”), the stockholders approved the 2024 Stock Incentive Plan. The material terms of the Agreement were previously reported in the Company’s Proxy Statement dated March 14, 2024 (the “Proxy Statement”), under the caption “Proposal 3: Approval of the 2024 Stock Incentive Plan.” The Agreement was filed as Appendix A to the Proxy Statement. Proposal 3 and Appendix A of the Proxy Statement are hereby incorporated by reference herein.
The 2024 Stock Incentive Plan authorizes the Human Capital Management and Compensation Committee of the Board of Directors of the Company to grant to directors, officers and other key employees stock options and other equity compensation as more fully described and summarized in the Company’s Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of the Company was held on April 23, 2024. At the Annual Meeting the stockholders of the Company (i) elected three Class II 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, 2024; and (iii) voted to approve the 2024 Stock Incentive Plan.
The voting results for each proposal are as follows:
| 1. | To elect the three Class II Nominees to the Board of Directors: |
| For |
| Withheld |
| Broker Non-Vote | |
Class II Nominees: | ||||||
Gary W. Rollins |
| 180,259,324 | 16,397,836 | 8,124,054 | ||
Richard A. Hubbell |
| 180,283,575 | 16,373,585 | 8,124,054 | ||
John F. Wilson |
| 158,886,849 | 37,770,311 | 8,124,054 |
| 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, 2024. There were no broker non-votes with respect to this proposal: |
For |
| Against |
| Abstain |
203,457,247 |
| 986,058 |
| 337,909 |
| 3. | To approve the 2024 Stock Incentive Plan: |
For |
| Against |
| Abstain |
| Broker Non-Vote |
141,762,518 |
| 53,418,345 |
| 1,476,295 | 8,124,056 |
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Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Description | |
10.1 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
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Date: April 24, 2024 | /s/ Michael L. Schmit |
| Michael L. Schmit |
| Vice President, |
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