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