Current Report Filing (8-k)
September 12 2017 - 4:17PM
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): September 12, 2017 (September 11, 2017)
Key Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-08038
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20-2648081
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1301 McKinney Street, Suite 1800
Houston, Texas 77010
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(Address of principal executive offices)
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Registrants telephone number, including area code: (713)
651-4300
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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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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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
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(e) On September 11, 2017 the Board elected Katherine Hargis, the Companys Vice President, Chief Legal Officer and Corporate
Secretary, to the office of Senior Vice President, General Counsel and Corporate Secretary effective September 12, 2017. In connection with the promotion, the Company adjusted Ms. Hargiss cash bonus opportunity under the
Companys 2017 Annual Incentive Plan to conform to the cash bonus opportunity available to Senior Vice Presidents of the Company and granted Ms. Hargis (i) an award of 11,848 Time-Vested RSUs and 11,848 Performance-Based RSUs under
the Companys 2016 Equity and Cash Incentive Plan (the
ECIP
) pursuant to the performance metrics and other terms and conditions of the Performance-Based/Time-Vested Restricted Stock Unit Award Agreement previously approved
for the grant of such awards and filed with the SEC; provided, however, that the Time-Vested RSUs will vest 25% on each of December 20, 2017, 2018, 2019 and 2020; (ii) an award of 5,924 Time-Vested Options and 5,942 Performance-Based Options
under the ECIP, with an exercise price of $19.35, pursuant to the performance metrics and other terms and conditions of the Performance-Based/Time-Vested Option Award Agreement previously approved for the grant of such awards and filed with the SEC;
provided, however, that the Time-Vested Options will vest 25% on each of December 15, 2017, 2018, 2019 and 2020; and (iii) an award of 5,924 Time-Vested Options and 5,942 Performance-Based Options under the ECIP, with an exercise price of
$47.99, pursuant to the performance metrics and other terms and conditions of the Performance-Based/Time-Vested Option Award Agreement previously approved for the grant of such awards and filed with the SEC; provided, however, that the Time-Vested
Options will vest 25% on each of December 20, 2017, 2018, 2019 and 2020. Ms. Hargiss base compensation will remain the same through 2017, but will be evaluated for potential increase in 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
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KEY ENERGY SERVICES, INC.
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Date: September 12, 2017
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By:
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/s/ Robert Drummond
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Robert Drummond
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President and Chief Executive Officer
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