UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 9, 2024. There were 16,726,517 shares issued and outstanding and entitled to vote as of March 20, 2024, 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 25, 2024:
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 | |||
| 8,580,124 | 346,066 | 11,211 | 3,914,178 |
Item No. 2 – Election of Class III Directors. The two nominees were elected to serve as Class III Directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected or qualified. Votes were as follows:
| NOMINEE | FOR |
WITHHOLD |
BROKER NON-VOTES | |||
| Thomas P. McCaffrey |
6,913,096 | 2,024,305 | 3,914,178 | |||
| Corbin J. Robertson, Jr. |
5,648,391 | 3,289,010 | 3,914,178 |
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 approved as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,206,500 | 2,687,245 | 43,656 | 3,914,178 |
Item No. 4 – Frequency of Votes on Compensation of Named Executive Officers. The stockholders recommended, on a non-binding, advisory basis, that the frequency of future advisory votes on the compensation of Named Executive Officers be once every year. Votes were as follows:
| ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 8,508,099 | 16,557 | 385,201 | 27,544 | 3,914,178 |
In light of the stockholders’ recommendation that an advisory vote on the compensation of Named Executive Officers be held every year, consistent with the recommendation of the Board, the Company intends to include a non-binding, advisory vote on the compensation of Named Executive Officers, or “say-on-pay” vote, in the Company’s proxy statement on an annual basis.
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Item No. 5 – 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 | |||
| 8,583,845 | 338,083 | 15,473 | 3,914,178 |
Item No. 6 – 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 | |||
| 8,715,558 | 204,501 | 17,342 | 3,914,178 |
Item No. 7 – 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 | |||
| 12,647,310 | 178,223 | 26,046 | 0 |
No other matters were submitted for stockholder action at the Annual Meeting.
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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. | ||||||
| May 14, 2024 | By: | /s/ Max L. Bouthillette | ||||
| Name: | Max L. Bouthillette | |||||
| Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||
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