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): May 23, 2017
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34037 | 75-2379388 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1001 Louisiana Street, Suite 2900, Houston, Texas | 77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(713) 654-2200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)) |
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 5.07 | Submission of Matters to a Vote of Security Holders |
The annual meeting of stockholders (the “Annual Meeting”) of the Company was held on May 23, 2017. As of the record date for the Annual Meeting, April 3, 2017, the Company had 152,831,563 shares of common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1 – Election of Directors. Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors.
| Nominee |
Votes For | Votes Withheld | Broker Non-votes | |||||||||
| Harold J. Bouillion |
131,242,660 | 4,099,940 | 8,106,146 | |||||||||
| David D. Dunlap |
134,637,097 | 705,503 | 8,106,146 | |||||||||
| James M. Funk |
131,140,502 | 4,202,098 | 8,106,146 | |||||||||
| Terence E. Hall |
134,418,601 | 923,999 | 8,106,146 | |||||||||
| Peter D. Kinnear |
134,676,618 | 665,982 | 8,106,146 | |||||||||
| Janiece M. Longoria |
134,675,963 | 666,637 | 8,106,146 | |||||||||
| Michael M. McShane |
133,167,632 | 2,174,968 | 8,106,146 | |||||||||
| W. Matt Ralls |
133,341,378 | 2,001,222 | 8,106,146 | |||||||||
Proposal 2 – Advisory Say-on-Pay Vote. Proposal 2 was an advisory vote on executive compensation, as disclosed in the proxy statement for the Annual Meeting. This advisory vote was approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 132,053,311 |
2,928,423 | 360,866 | 8,106,146 |
Proposal 3 – Advisory Say-on-Frequency Vote. Proposal 3 was an advisory vote on the frequency of future executive compensation votes, as disclosed in the proxy statement for the Annual Meeting. This advisory vote was approved.
| Every 1 Year |
Every 2 Years |
Every 3 Years |
Abstentions |
Broker Non-votes | ||||
| 118,151,575 |
68,003 | 16,868,474 | 254,548 | 8,106,146 |
Proposal 4 – Ratification of Appointment of Auditors. Proposal 4 was a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved.
| Votes For |
Votes Against |
Abstentions | ||
| 140,093,373 |
3,311,439 | 43,934 |
| Item 8.01 | Other Events |
On May 24, 2017, the Company issued a press release announcing the voting results of matters considered during the Company’s Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Superior Energy Services, Inc., May 24, 2017. | |
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.
| SUPERIOR ENERGY SERVICES, INC. | ||
| By: | /s/ William B. Masters | |
| William B. Masters | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: May 25, 2017
Exhibit 99.1
1001 Louisiana St., Suite 2900
Houston, TX 77002
FOR FURTHER INFORMATION CONTACT:
Paul Vincent, VP of Investor Relations, (713) 654-2200
SUPERIOR ENERGY SERVICES ANNOUNCES
RESULTS OF 2017 ANNUAL MEETING
HOUSTON, May 24, 2017 – Superior Energy Services, Inc. today announced the results of its 2017 Annual Meeting of Stockholders held on May 23, 2017 in Houston.
The stockholders elected Harold J. Bouillion, David D. Dunlap, James M. Funk, Terence E. Hall, Peter D. Kinnear, Janiece M. Longoria, Michael M. McShane, and W. Matt Ralls to serve as directors until the 2018 Annual Meeting of Stockholders. Also, the Company’s Board of Directors, at the recommendation of its Nominating and Corporate Governance Committee, approved the election of James M. Funk to serve as lead director of the Board until the next Annual Meeting.
In addition to electing directors, the stockholders approved an advisory vote on executive compensation, approved an advisory vote on the annual frequency of votes on executive compensation, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
About Superior Energy Services
Superior Energy Services, Inc. (NYSE:SPN) serves major, national and independent oil and natural gas companies around the world and offers products and services with respect to the various phases of a well’s economic life cycle. For more information, visit: www.superiorenergy.com.
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