Current Report Filing (8-k)
August 10 2020 - 9:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
August
7, 2020
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah
|
|
46-4341605
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
1583
South 1700 East
Vernal,
Utah
|
|
84078
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
Commission
File Number: 001-36453
Registrant’s
telephone number, including area code: (435) 789-0594
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:
[ ]
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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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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
Title
of each class:
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|
Trading
Symbol(s)
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Name
of each exchange on which registered:
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Common
Stock, $0.001 par value
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SDPI
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NYSE
American
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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
2.02. Results of Operations and Financial Condition.
On
August 7, 2020, Superior Drilling Products, Inc. (the “Company”) issued a press release announcing its financial results
for the quarter ending June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated
herein by reference. The webcast and slide presentation for the earnings call are available on the Investors page of the Company’s
website at www.sdpi.com. Information on the Company’s website is not deemed to be incorporated herein by reference. The
slide presentation is furnished herewith as Exhibit 99.2.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibits
99.1 and 99.2 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting of Stockholders of the Company on August 7, 2020, two Class III directors were elected for a term expiring
on the date of the annual meeting for the year ended December 31, 2023. As to the nominees for director, the results of the voting
were as follows:
Name of Nominee
|
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Number of Votes
Voted For
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Number of Votes
Withheld
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Number of Broker
Non-Votes
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G. Troy Meier
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13,964,397
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1,076,762
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6,757,641
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Robert E. Iversen
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13,943,729
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1,097,430
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6,757,641
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The
result of the vote on the ratification of the Plan Amendment to increase the number of shares of common stock under the 2015 Incentive
Plan from 3,032,878 to 5,576,326 was as follows:
Number
of Votes
Voted For
|
|
Number
of Votes
Voted Against
|
|
Number
of Votes
Abstaining
|
|
Number
of
Broker Non-Votes
|
13,439,714
|
|
356,096
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1,245,349
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|
6,757,641
|
The
result of the advisory vote on the frequency of holding future advisory votes on executive compensation was as follows:
Number
of Votes
Voted For 1 Year
|
|
Number
of Votes
Voted For 2 Years
|
|
Number
of Votes
Voted for 3 Years
|
|
Number
of
Votes Abstaining
|
2,399,387
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58,486
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12,556,053
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27,233
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The
result of the vote on the advisory vote on executive compensation was as follows:
Number
of Votes
Voted For
|
|
Number
of Votes
Voted Against
|
|
Number
of Votes
Abstaining
|
|
Number
of
Broker Non-Votes
|
14,694,275
|
|
279,748
|
|
67,136
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|
6,757,641
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The
result of the vote on the ratification of Moss Adams LLP as the Company’s independent registered public accounting firm
was as follows:
Number
of Votes
Voted For
|
|
Number
of Votes
Voted Against
|
|
Number
of Votes
Abstaining
|
|
Number
of
Broker Non-Votes
|
21,702,403
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|
14,255
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82,142
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|
-
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Item
9.01 Financial Statements and Exhibits.
*Furnished
herewith.
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.
Date:
August 10, 2020
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SUPERIOR
DRILLING PRODUCTS, INC.
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|
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/s/
Christopher D. Cashion
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Christopher
D. Cashion
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Chief
Financial Officer
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Superior Drilling Products (AMEX:SDPI)
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