Item
5.07 Submission of Matters to a Vote of Security Holders.
On
June 20, 2018, Eco-Stim Energy Solutions, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual
Meeting”) in Houston, Texas. As of May 9, 2018, the record date for the Annual Meeting, 74,873,477 shares of Common Stock,
par value $0.001 per share (“Common Stock”), and 10,000 shares of Series A Convertible Preferred Stock, par value
$0.001 per share (“Series A Preferred”), were issued and outstanding and entitled to vote at the Annual Meeting. The
10,000 outstanding shares of Series A Preferred as of the record date entitled the holders thereof to an aggregate of 8,695,652
votes at the Annual Meeting with respect to the matters upon which such shares were entitled to vote. A summary of the matters
voted upon by the Company’s stockholders and the final voting results for each such matter are set forth below. The proposals
related to each matter are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy
Statement”), which was filed with the Securities and Exchange Commission (“SEC”) on May 31, 2018.
Proposal
One - Election of Directors
The
Company’s stockholders elected each of the following persons as directors to serve until the next annual meeting and their
successors have been elected and qualified. The voting results were as follows:
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Brian R. Stewart
|
|
67,419,348
|
|
541,702
|
|
5,224,537
|
Jon Christopher Boswell
|
|
66,489,965
|
|
1,471,085
|
|
5,224,537
|
Bjarte Bruheim
|
|
66,481,380
|
|
1,479,670
|
|
5,224,537
|
Christopher A. Krummel
|
|
66,490,537
|
|
1,470,513
|
|
5,224,537
|
Todd R. Snyder
|
|
67,419,348
|
|
541,702
|
|
5,224,537
|
Timothy L. Reynolds
|
|
67,419,348
|
|
541,702
|
|
5,224,537
|
Andrew Teno
|
|
66,487,176
|
|
1,473,874
|
|
5,224,537
|
Proposal
Two - Non-Binding Advisory Vote to Approve the Company’s Named Executive Officers’ Compensation
The
Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive
officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC. The voting results were
as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
67,356,475
|
|
417,860
|
|
186,715
|
|
5,224,537
|
Proposal
Three – Ratification of Selection of Independent Registered Public Accounting Firm
The
Company’s stockholders approved a proposal to ratify the appointment of Whitley Penn LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2018. The voting results were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
72,986,152
|
|
19,032
|
|
180,403
|
|
0
|
Proposal
Four - Approval of the Third Amendment to the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan
The
Company’s stockholders approved the Third Amendment to the Company’s 2015 Stock Incentive Plan to (i) increase the
number of shares of Common Stock authorized for issuance thereunder; (ii) increase the limitations associated with awards that
may be granted to non-employee directors during any single calendar year from $500,000 (measured in terms of aggregate grant date
fair value), or $600,000 in the first year an individual becomes a non-employee director, to $1.2 million with respect to any
non-employee director that serves as the Chairman of the Company’s Board of Directors (the “Board”) during the
applicable year; and (iii) make such other minor revisions as deemed necessary or appropriate. The voting results were as follows:
Votes For
|
|
Votes Against
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|
Abstain
|
|
Broker Non-Votes
|
67,339,959
|
|
441,888
|
|
179,203
|
|
5,224,537
|
Proposal
Five – Approval of the Series A Preferred Issuance Proposal
The
Company’s stockholders approved the Company’s issuance of (i) up to 15,000 shares of Series A Preferred pursuant to
the Securities Purchase Agreement entered into by and among the Company and four private investment funds under management by
Fir Tree Partners on March 29, 2018, (ii) such number of additional shares of Series A Preferred as the Company may elect to issue
in satisfaction of the preferred dividend payable on the outstanding shares of Series A Preferred in accordance with the terms
and conditions of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred
Stock of the Company filed with the Nevada Secretary of State on March 29, 2018 (the “PIK Shares”), and (iii) such
number of shares of Common Stock into which such shares of Series A Preferred (including any PIK Shares) may from time to time
be convertible pursuant to the Certificate of Designation, in each case, as required by and in accordance with the applicable
rules of NASDAQ. The voting results were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
58,666,803
|
|
419,390
|
|
179,205
|
|
5,224,537
|
Proposal
Six – Approval of the Future Share Issuance Proposal
The
Company’s stockholders approved the issuance of up to 22,500,000 shares of Common Stock or securities convertible into up
to 22,500,000 shares of Common Stock as the Board may approve at any time, and from time to time, within six months of the date
of the Annual Meeting, as required by and in accordance with the applicable rules of NASDAQ. The voting results were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
65,519,834
|
|
2,262,713
|
|
178,503
|
|
5,224,537
|
Proposal
Seven – Approval of the Reverse Stock Split Proposal
The
Company’s stockholders approved (i) a reverse stock split that will reduce the number of shares of outstanding Common Stock
at a ratio of one-for-four to be effected at the discretion of the Board (with the Board reserving the right not to effect the
reverse stock split) and (ii) a reduction of the number of authorized shares of Common Stock by a corresponding proportion (the
“Reverse Stock Split”). The actual timing for implementation of the Reverse Stock Split, if any, will be determined
by the Board based upon its evaluation as to if and when such action would be most advantageous to the Company and its stockholders.
The voting results were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
72,266,952
|
|
655,247
|
|
263,386
|
|
0
|