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 24, 2018
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37988 | 38-4016639 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification Number) | |||
2121 Sage Road, Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) | |
(713) 960-0381
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 (see General Instruction A.2. below):
[ ] 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.
On May 24, 2018, Keane Group, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) in The Woodlands, Texas. A total of 107,935,012 shares, or approximately 96.16% of the Company’s outstanding shares of common stock, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (i) to elect eleven nominees for director to serve until the Company’s 2019 annual meeting of stockholders (“Proposal 1”), (ii) to ratify the selection by the Audit and Risk Committee of the Board of Directors of the Company of KPMG LLP as the independent auditors of the Company for 2018 (“Proposal 2”), (iii) to approve the compensation of the Company’s named executive officers (“Proposal 3”), and (iv) to advise the Company on whether a vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years (“Proposal 4”). The final results of the voting of each proposal are set forth below.
Proposal 1 - Election of Directors.
The Company’s stockholders approved Proposal 1. The votes cast were as follows:
Name of Nominee | For | Against | Abstain | Broker Non-Votes |
James C. Stewart | 90,821,225 | 13,386,638 | 4,227 | 3,722,922 |
Marc G.R. Edwards | 98,606,171 | 5,497,889 | 108,030 | 3,722,922 |
Lucas N. Batzer | 90,762,405 | 13,440,069 | 9,616 | 3,722,922 |
Dale M. Dusterhoft | 83,868,368 | 20,235,012 | 108,710 | 3,722,922 |
Christian A. Garcia | 99,532,960 | 4,570,451 | 108,679 | 3,722,922 |
Lisa A. Gray | 83,891,125 | 20,212,935 | 108,030 | 3,722,922 |
Gary M. Halverson | 98,921,391 | 5,182,020 | 108,679 | 3,722,922 |
Shawn Keane | 83,834,633 | 20,268,994 | 108,463 | 3,722,922 |
Elmer D. Reed | 99,663,689 | 4,538,060 | 10,341 | 3,722,922 |
Lenard B. Tessler | 90,762,970 | 13,341,090 | 108,030 | 3,722,922 |
Scott Wille | 83,933,651 | 20,269,099 | 9,340 | 3,722,922 |
Proposal 2 - Ratify Appointment of Independent Auditors and Authorize Auditors’ Remuneration.
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes |
107,247,423 | 666,313 | 21,276 | — |
Proposal 3 - Advisory Approval of Executive Compensation.
The Company’s stockholders approved Proposal 3. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes |
103,427,250 | 664,226 | 120,614 | 3,722,922 |
Proposal 4 - Advisory Vote on the Frequency of Say on Executive Pay.
The Company’s stockholders determined that the preferred frequency of a vote on the executive compensation of the Company’s named executive officers should be every year . The votes cast were as follows:
One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
102,805,399 | 129,170 | 1,211,822 | 65,699 | 3,722,922 |
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.
KEANE GROUP, INC. | ||||||
Date: May 25, 2018 | By: | /s/ Kevin M. McDonald | ||||
Name: | Kevin M. McDonald | |||||
Title: | Executive Vice President, General Counsel | |||||
and Secretary | ||||||