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): June 6, 2019
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | SPN | NYSE |
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 June 6, 2019. As of the record date for the Annual Meeting, April 8, 2019, the Company had 155,956,600 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 three 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 | |||||||||
| David D. Dunlap |
129,490,809 | 2,198,408 | 14,011,642 | |||||||||
| James M. Funk |
123,402,985 | 8,286,232 | 14,011,642 | |||||||||
| Terence E. Hall |
128,693,776 | 2,995,441 | 14,011,642 | |||||||||
| Peter D. Kinnear |
128,930,415 | 2,758,802 | 14,011,642 | |||||||||
| Janiece M. Longoria |
129,733,428 | 1,955,789 | 14,011,642 | |||||||||
| Michael M. McShane |
122,246,487 | 9,442,730 | 14,011,642 | |||||||||
| W. Matt Ralls |
121,367,401 | 10,321,816 | 14,011,642 | |||||||||
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 | |||
| 76,355,033 | 55,163,838 | 170,346 | 14,011,642 |
Proposal 3 – Ratification of Appointment of Auditors. Proposal 3 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, 2019. This proposal was approved.
| Votes For |
Votes Against |
Abstentions | ||
| 142,428,723 | 3,068,528 | 203,608 |
Item 8.01 Other Events
On June 7, 2019, 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., June 7, 2019. | |
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: June 11, 2019
Exhibit 99.1
1001 Louisiana St., Suite 2900
Houston, TX 77002
NYSE: SPN
FOR FURTHER INFORMATION CONTACT:
Paul Vincent, VP of Investor Relations, (713) 654-2200
SUPERIOR ENERGY SERVICES ANNOUNCES
RESULTS OF 2019 ANNUAL MEETING
HOUSTON, June 7, 2019 – Superior Energy Services, Inc. (the Company) today announced the results of its 2019 Annual Meeting of Stockholders held on June 6, 2019 in Houston (Annual Meeting).
The stockholders elected 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 2020 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified to hold office.
After serving with dedication and distinction as a member of the Company’s Board since 2006, Harold J. Bouillon retired at the Company’s Annual Meeting. As part of the Company’s ongoing commitment to ensure that its Board is comprised of diverse perspectives and experiences, the Nominating and Corporate Governance Committee continues to search for a qualified candidate to enhance the skills and diversity of its Board to replace Mr. Bouillion. Until then, the Board determined to reduce its size to seven directors until a qualified candidate can be found.
At the recommendation of its Nominating and Corporate Governance Committee, the Company’s Board of Directors also approved the election of James M. Funk to maintain his position as lead director until the next annual meeting.
In addition to electing directors, the stockholders approved an advisory vote on the 2018 compensation of the Company’s named executive officers and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
About Superior Energy Services
Superior Energy Services (NYSE:SPN) serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. For more information, visit: www.superiorenergy.com.
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