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EX-99.1 - EX-99.1 - SUPERIOR ENERGY SERVICES INCd562377dex991.htm

 

 

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 22, 2018

 

 

SUPERIOR ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34037   75-2379388

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1001 Louisiana Street, Suite 2900, Houston, Texas   77002
(Address of principal executive offices)   (Zip Code)

(713) 654-2200

(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 obligations 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))

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 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders (the “Annual Meeting”) of the Company was held on May 22, 2018. As of the record date for the Annual Meeting, April 2, 2018, the Company had 154,237,262 shares of common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.

Proposal 1 – Election of Directors. Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors.

 

Nominee

   Votes For    Votes Withheld    Broker Non-votes

Harold J. Bouillion

   127,905,146    5,983,316    10,176,626

David D. Dunlap

   131,877,901    2,010,561    10,176,626

James M. Funk

   127,926,535    5,961,927    10,176,626

Terence E. Hall

   130,135,293    3,753,169    10,176,626

Peter D. Kinnear

   130,463,217    3,425,245    10,176,626

Janiece M. Longoria

   131,966,010    1,922,452    10,176,626

Michael M. McShane

   100,760,411    33,128,051    10,176,626

W. Matt Ralls

   124,948,622    8,939,840    10,176,626

Proposal 2 – Advisory Say-on-Pay Vote. Proposal 2 was an advisory vote on executive compensation, as disclosed in the proxy statement for the Annual Meeting. This advisory vote was approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

97,388,004

  35,873,799   626,659   10,176,626

Proposal 3 – Ratification of Appointment of Auditors. Proposal 3 was a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. This proposal was approved.

 

Votes For

 

Votes Against

 

Abstentions

142,028,134

  1,874,747   162,207

 

Item 8.01 Other Events

On May 23, 2018, the Company issued a press release announcing the voting results of matters considered during the Company’s Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release issued by Superior Energy Services, Inc., May 23, 2018.


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.

 

SUPERIOR ENERGY SERVICES, INC.
By:  

/s/ William B. Masters

  William B. Masters
  Executive Vice President, General Counsel and Secretary

Dated: May 23, 2018