UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 23, 2018 (May 18, 2018)

 

NATIONAL ENERGY SERVICES REUNITED CORP.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-38091   N/A
(State or other jurisdiction
of incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer 
Identification Number)

 

777 Post Oak Blvd., Suite 730

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (832) 925-3777

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))

 

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 [X]

 

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.

 

On May 18, 2018, National Energy Services Reunited Corp. (the “Company” or “NESR”), held a special meeting in lieu of an annual meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the Company’s proposed business combination (the “Business Combination”) with Gulf Energy S.A.O.C. and NPS Holdings Limited and related matters.

 

Set forth below are the final voting results for each of the proposals:

 

(i) to approve the stock purchase agreements, the contribution agreement, and the shares exchange agreement, all dated as of November 12, 2017, and the acquisitions and related transactions contemplated thereby.

 

For     Against     Abstain
  26,238,964       123,129       14,620

 

(ii) to approve re-election of Antonio J. Campo Mejia and Hala Zeibak as Class I directors to serve on the Company’s board of directors until the 2020 annual meeting of shareholders or their earlier death, resignation or removal under the terms of the Company’s memorandum and articles of association and until their respective successors are duly elected and qualified.

 

Nominee   For     Withhold     Abstain   Broker Non-Votes  
Antonio J. Campo Mejia     25,593,564       783,149       0   0  
Hala Zeibak     25,593,564       783,149       0   0  

 

(iii) to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares, which NASDAQ may deem to be a change of control, pursuant to the Business Combination or any private placement in connection with the backstop commitment.

 

For     Against     Abstain
  26,238,964       123,129       14,620

 

(iv) to approve and adopt the NESR 2018 Long Term Incentive Plan.

 

For     Against     Abstain
  25,577,144       784,949       14,620

 

   
 

 

SIGNATURE

 

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 23, 2018

 

  NATIONAL ENERGY SERVICES REUNITED CORP.
     
  By: /s/ Sherif Foda
    Name: Sherif Foda
    Title: Chief Executive Officer