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 10, 2019

 

 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

1233 West Loop South, Suite 1400

Houston, TX 77027

(Address of Principal Executive Offices)

 

(713) 235-9500

(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 obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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:

 

 

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 o

 

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. o

 

 

 

ITEM 5.03                                  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

As described under Item 5.07 of this Current Report on Form 8-K, on May 10, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Select Energy Services, Inc. (the “Company” or “Select”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to change the stockholder vote required to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) from a 66 2/3% to a majority vote requirement (the “Charter Amendment”). The Charter Amendment became effective on May 10, 2019 upon the passing of the stockholder vote at the Annual Meeting. The Board also approved an amendment to the Company’s Bylaws (the “Bylaws Amendment”) to change the stockholder vote required to amend the Bylaws from a 66 2/3% to a majority vote requirement, with the approval of the Bylaws Amendment contingent upon stockholder approval and implementation of the Charter Amendment. The Bylaws Amendment became effective immediately upon the Charter Amendment becoming effective on May 10, 2019.

 

The foregoing descriptions of the Charter Amendment and Bylaws Amendment are not complete and are qualified in their entirety by reference to the full text of the Fourth Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws, which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

 

ITEM 5.07                                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

At the Annual Meeting, the Company’s stockholders elected each of the Company’s director nominees who had been nominated to serve until the Company’s 2020 Annual Meeting of Stockholders. David C. Baldwin was re-elected with 99.63% of the votes cast, Richard A. Burnett was re-elected with 99.71% of the votes cast, Robert V. Delaney was re-elected with 98.98% of the votes cast, Adam J. Klein was re-elected with 96.11% of the votes cast, Holli C. Ladhani was re-elected with 99.88% of the votes cast, Keith O. Rattie was re-elected with 96.94% of the votes cast, John D. Schmitz was re-elected with 99.83% of the votes cast, David A. Trice was re-elected with 97.09% of the votes cast, and Douglas J. Wall was re-elected with 96.89% of the votes cast. The ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2019 was approved by 99.28% of the votes cast. The approval of the Charter Amendment was approved by 98.89% of the votes cast.

 

The final results of the voting on each matter of business at the Annual Meeting are as follows:

 

Proposal 1 — Election of Directors.

 

NOMINEES		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
David C. Baldwin		80,590,452		294,148		753,495		14,076,814
Richard A. Burnett		80,634,275		227,479		776,341		14,076,814
Robert V. Delaney		80,039,823		817,424		780,848		14,076,814
Adam J. Klein		77,716,800		3,140,447		780,848		14,076,814
Holli C. Ladhani		80,789,276		95,780		753,039		14,076,814
Keith O. Rattie		78,405,167		2,471,987		760,941		14,076,814
John D. Schmitz		80,749,898		133,268		754,929		14,076,814
David A. Trice		78,530,310		2,351,590		756,195		14,076,814
Douglas J. Wall		78,348,298		2,508,949		780,848		14,076,814

 

Proposal 2 — Ratification of the appointment of Grant Thornton LLP as Select’s independent registered public accounting firm for fiscal 2019.

 

FOR		AGAINST		ABSTAIN
95,026,622		20,294		667,993

 

Proposal 3 — Approve an amendment to our Third Amended and Restated Certificate of Incorporation, in substantially the form attached to the proxy statement as Appendix A, to change the stockholder vote required to amend our Amended and Restated Bylaws from a 66 2/3% to a majority vote requirement.

 

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
80,737,769		226,966		673,360		14,076,814

 

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ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)               Exhibits.

 

Exhibit No.		Description
3.1		Fourth Amended and Restated Certificate of Incorporation of Select Energy Services, Inc. dated as of May 10, 2019
3.2		Second Amended and Restated Bylaws of Select Energy Services, Inc. dated as of May 10, 2019

 

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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 15, 2019

 

	SELECT ENERGY SERVICES, INC.
	By:	/s/ Adam R. Law
		Adam R. Law
		Senior Vice President, General Counsel & Corporate Secretary

 

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