Form: 8-K

Current report filing

December 19, 2019

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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): December 18, 2019

 

 

 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38066   81-4561945
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

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:

 

¨ 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   Ticker symbol(s)   Name of each exchange on which registered
Class A common stock, $0.01 par value   WTTR   New York Stock Exchange

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December 18, 2019, John Schmitz, Executive Chairman of Select Energy Services, Inc. (the “Company”), notified the board of directors of the Company (the “Board”) of his resignation as Executive Chairman, effective December 31, 2019, while remaining a director and non-executive Chairman of the Board.

 

In connection with his service as the non-executive Chairman of the Board, Mr. Schmitz will receive (i) an annual cash payment in the amount of $100,000 for each year of service as Chairman of the Board, which amount shall be prorated for any partial year of service, and (ii) the Company’s standard non-employee director compensation, which is detailed in the Company’s definitive proxy statement for the 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on March 22, 2019.

 

Item 7.01 Regulation FD Disclosure.

 

On December 19, 2019, the Company issued a press release announcing Mr. Schmitz’s transition from Executive Chairman to non-executive Chairman of the Board. A copy of the Company’s press release covering such announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No. Description
99.1 Press Release dated December 19, 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.

 

Dated: December 19, 2019

  

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