Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
August 25, 2017, Mr. Donald Stoltz resigned as a member of the Board of Directors of the Company (the “Board”),
effective immediately. Mr. Stoltz served on the Nominating and Governance Committee and Compensation Committee of the Board. Mr.
Stoltz’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
Effective
as of August 25, 2017, in connection with the acceptance of Mr. Stoltz’s resignation and pursuant to the Company’s
Second Amended and Restated Bylaws, the Board appointed Timothy L. Reynolds to serve on the Board as a director of the Company,
filling the vacancy created by the resignation of Mr. Stoltz, and appointed Mr. Reynolds to the Audit Committee and Compensation
Committee of the Board. The Board also appointed Andrew Teno, current member of the Board, to serve on the Nominating and Governance
Committee to fill the vacancy on the Nominating and Governance Committee created by the resignation of Mr. Stoltz. Also effective
as of August 25, 2017, Mr. Teno was appointed as Chairman of the Board to succeed Mr. Bjarte Bruheim, who remains a member of
the Board.
The
Board expects to grant Mr. Reynolds, as soon as reasonably practicable, an award of restricted stock units under the Eco-Stim
Energy Solutions, Inc. 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), with an aggregate fair
market value of at least $100,000 on the date(s) of grant. In addition, Mr. Reynolds will receive an annual cash retainer of $50,000,
payable quarterly in arrears for service on the Board. The Board also expects to provide each other non-employee director (other
than directors who are employees of Fir Tree Inc. or FT SOF Holdings VII LLC) with (i) as soon as reasonably practicable, an award
of restricted stock units under the Plan with an aggregate fair market value of at least $100,000 on the date(s) of grant and
(ii) an annual cash retainer of $50,000, payable quarterly in arrears for service on the Board.
Tim
Reynolds serves as Co-CEO of Dakota Midstream, an independent midstream energy company in the Bakken shale formation. Prior to
founding Dakota Midstream in July 2014, Mr. Reynolds led the acquisition of Mesa Oil Services, a salt water disposal operator
in the Bakken in April 2014. Previously, Mr. Reynolds worked at Highstar Capital, an infrastructure investment firm from 2008
to March 2014, most recently as Principal and Director of Corporate Affairs. Earlier in his career, worked at the White House,
serving first in the Office of the Chief of Staff for the President from 2004 to 2006 and then in the National Economic Council
from 2002 to 2004. In the latter position, he focused on energy, health care, and social security policy formation and implementation.
Mr. Reynolds is a graduate of the University of North Carolina at Chapel Hill (2001), and earned his MBA from the Stanford Graduate
School of Business (2008).
There
are no other understandings or arrangements between Mr. Reynolds and any other person pursuant to which Mr. Reynolds was selected
to serve as a director of the Board. There are no relationships between Mr. Reynolds and the Company or any of its subsidiaries
that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
On
August 25, 2017, the Company with the approval of its Board of Directors, entered into an indemnification agreement with Mr. Reynolds
(the “Indemnification Agreement”) in connection with his role as a member of the Board. This agreement requires the
Company to indemnify Mr. Reynolds to the fullest extent permitted by applicable law against liability that may arise by reason
of his service to the Company and to advance expenses incurred as a result of any proceeding against him as to which he could
be indemnified. The Indemnification Agreement is in substantially the form referenced as Exhibit 10.2 to this Current Report
on Form 8-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
August 25, 2017, the Board adopted the Third Amendment to Second Amended and Restated Bylaws (the “Bylaw Amendment”),
which became effective upon its adoption by the Board. The Bylaw Amendment removed the requirement that one of the directors nominated
by Fir Tree be considered independent for audit committee purposes.
The
foregoing description is a summary of the Bylaw Amendment, does not purport to be complete and is qualified in its entirety by
reference to the full text of the Second Amendment to Second Amended and Restated Bylaws, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.