Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2018, Robert Drummond notified Key Energy Services, Inc.
(the Company) that he was resigning as President and Chief Executive Officer of the Company. Mr. Drummonds resignation is effective as of May 11, 2018 (the
Employment Termination Date
).
On May 11, 2018, the Board of Directors of the Company appointed J. Marshall Dodson, the Companys current Senior Vice President,
Chief Financial Officer and Treasurer, as Interim Chief Executive Officer of the Company, effective May 11, 2018. Mr. Dodson is expected to serve as the Interim Chief Executive Officer until the Company completes its search process for a
successor Chief Executive Officer. Mr. Dodson will continue to fulfill his responsibilities as Senior Vice President, Chief Financial Officer and Treasurer during the interim period.
Mr. Dodson, age 47, has served as the Companys Senior Vice President and Chief Financial Officer since 2013. Mr. Dodson joined
the Company as Vice President and Chief Accounting Officer on August 22, 2005 and served in that capacity until being appointed Vice President and Treasurer on June 8, 2009. From February 6, 2009, until March 26, 2009,
Mr. Dodson served in the additional capacity as interim principal financial officer. Prior to joining the Company, Mr. Dodson served in various capacities at Dynegy, Inc., an electric energy production and services company, from 2002 to
August 2005, most recently serving as Managing Director and Controller, Dynegy Generation since 2003. Mr. Dodson started his career with Arthur Andersen LLP in Houston, Texas in 1993, serving most recently as a senior manager prior to joining
Dynegy, Inc. Mr. Dodson received a BBA from the University of Texas at Austin in 1993. Mr. Dodson also serves as a director for Enduro Resource Partners LLC, a private exploration and production company.
There are no transactions between Mr. Dodson and the Company that would be required to be reported under Item 404(a) of
Regulation S-K.
In connection with Mr. Drummonds resignation, on May 15, 2018, the Company entered into a letter
agreement with Mr. Drummond (the
Agreement
) memorializing the terms of Mr. Drummonds resignation as an employee and officer of the Company. The Agreement provides that (i) following the Employment Termination
Date, Mr. Drummond will remain on the Companys Board of Directors until such date as determined by the Board in its sole discretion, (ii) he will be eligible to receive the same cash compensation for his Board service as is paid to
other non-employee directors, prorated for the period of his service as a non-employee director, (iii) his unvested time-based and performance-based restricted stock units are forfeited as of the Employment Termination Date and any of his
equity-based awards that were vested as of the Employment Termination Date will continue to be subject to their applicable terms and conditions, (iv) Mr. Drummond will have 90 days following the Employment Termination Date to exercise his
vested stock options in accordance with their terms, (v) he will receive payment for base salary, unused vacation and unreimbursed expenses, in each case, to the extent accrued or incurred prior to the Employment Termination Date, and
(vi) due to Mr. Drummonds resignation, he will not be entitled to receive any severance benefits under his existing
employment agreement or otherwise. The Agreement further includes an acknowledgement that Mr. Drummonds existing confidentiality, non-competition and non-solicitation obligations
continue to apply in accordance with their terms after the Employment Termination Date.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the press release announcing Mr. Drummonds resignation and Mr. Dodsons appointment is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.