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 15, 2017
ECO-STIM ENERGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 31104 | 20-8203420 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation or organization) | File Number) | Identification No.) |
2930 W. Sam Houston Pkwy N., Suite 275, Houston, TX | 77043 | |
(Address of principal executive offices) | (Zip Code) |
281-531-7200
(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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2017 Eco-Stim Energy Solutions, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) in Houston, Texas. As of May 4, 2017, the record date for the Annual Meeting, 15,027,040 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
Proposal 1 - Election of Directors to the Board
The Company’s stockholders elected each of the following persons as directors to serve until the next annual meeting and their successors have been elected and qualified. The voting results were as follows:
Nominee | Votes For | Votes Withheld | BrokerNon- Votes | |||||||||
Bjarte Bruheim | 7,772,708 | 372,051 | 3,628,288 | |||||||||
Jon Christopher Boswell | 8,115,907 | 28,852 | 3,628,288 | |||||||||
Donald Stoltz | 7,776,212 | 368,547 | 3,628,288 | |||||||||
Christopher Krummel | 8,119,211 | 25,548 | 3,628,288 | |||||||||
David Proman | 7,779,321 | 365,438 | 3,628,288 | |||||||||
Andrew Teno. | 8,119,507 | 25,252 | 3,628,288 | |||||||||
Andrew Colvin | 8,049,168 | 95,591 | 3,628,288 |
Proposal 2 - Approval, on a non-binding advisory basis, of the Company’s named executive officer compensation
The Company’s stockholders approved on a non-binding advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities Exchange Commission. The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
8,007,293 | 124,422 | 13,044 | 3,628,288 |
Proposal 3 – The approval of the issuance of up to 29,538,786 shares of common stock of the Company, par value $0.001 per share to FT SOF VII Holdings, LLC in connection with the Conversion (which is defined and described in the Company’s proxy statement dated Mar 15, 2017), as required by and in accordance with the applicable rules of The NASDAQ Stock Market LLC (the “Share Issuance and Conversion Proposal”)
The Company’s stockholders approved the Share Issuance and Conversion Proposal. The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
5,968,834 | 102,665 | 42,824 | 5,658,724 |
Proposal 4 - Approval of the Second Amendment to the Company’s 2015 Stock Incentive Plan
The Company’s stockholders approved the Second Amendment to the Company’s 2015 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder. The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
7,252,954 | 875,890 | 15,915 | 3,628,288 |
Proposal 5 - Proposal to approve the material terms of the Company’s 2015 Stock Incentive Plan, as amended by the Second Amendment, for purposes of Section 162(m)
The Company’s stockholders approved the material terms of the Company’s 2015 Stock Incentive Plan for purposes of Section 162(m). The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
8,008,388 | 129,369 | 7,002 | 3,628,288 |
Proposal 6 – Ratification of the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018
The Company’s stockholders approved a proposal to ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
11,706,141 | 49,375 | 17,531 | ‒ |
Proposal 7 – The approval of a reverse stock split, to be effected at the discretion of the Board of Directors of the Company, that will reduce the number of shares of outstanding Common Stock of the Company at a ratio of one-for-four (1:4) and a reduction of the number of authorized shares of Common Stock by a corresponding proportion (the “Reverse Stock Split Proposal”).
The Company’s stockholders approved the Reverse Stock Split Proposal. The timing for implementation of the Reverse Stock Split, if at all, will be determined by the Board of Directors based upon its evaluation as to when such action would be most advantageous to the Company and its stockholders. The voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non- Votes | |||||||||||
11,405,475 | 312,555 | 55,017 | ‒ |
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.
ECO-STIM ENERGY SOLUTIONS, INC. | ||
By: | /s/ Jon Christopher Boswell | |
Jon Christopher Boswell | ||
President and Chief Executive Officer | ||
Date: June 15, 2017 |