Current Report Filing (8-k)
April 27 2017 - 7:01AM
Edgar (US Regulatory)
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): April 25, 2017
RPC, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-8726
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58-1550825
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2801 Buford Highway NE, Suite 520, Atlanta,
Georgia 30329
(Address of principal executive office) (zip code)
Registrant's telephone number, including
area code: (404) 321-2140
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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 2017 annual meeting of stockholders of the Company was held
on April 25, 2017. At the annual meeting, the stockholders of the Company (i) elected three Class I nominees to the Board
of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017; (iii) held a nonbinding vote on executive compensation; and (iv) held a nonbinding
vote regarding the frequency of voting on executive compensation.
The voting results for each proposal are as follows:
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1.
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To elect the three Class I nominees to the Board of Directors:
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For
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Withheld
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Broker
Non-Vote
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Class I nominees:
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R. Randall Rollins
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185,352,763
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17,069,575
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5,975,819
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Henry B. Tippie
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175,420,890
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27,001,448
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5,975,819
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James B. Williams
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180,583,365
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21,838,973
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5,975,819
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2.
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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2017:
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For
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Against
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Abstain
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207,636,782
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701,659
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59,716
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3.
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To hold a non-binding vote on executive compensation:
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For
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Against
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Abstain
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Broker
Non-Vote
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200,154,862
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2,145,115
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122,361
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5,975,819
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4.
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To hold a nonbinding vote regarding the frequency of voting on executive compensation:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Vote
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27,290,917
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169,845
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174,378,537
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583,039
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5,975,819
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Based on these results and consistent
with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive
compensation every three years.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RPC, Inc.
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Date: April 27, 2017
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/s/ Ben M. Palmer
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Ben M. Palmer
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Vice President,
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Chief Financial Officer and Treasurer
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