Current Report Filing (8-k)
May 23 2018 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 23, 2018 (May 18, 2018)
NATIONAL
ENERGY SERVICES REUNITED CORP.
(Exact
name of registrant as specified in its charter)
British
Virgin Islands
|
|
001-38091
|
|
N/A
|
(State
or other jurisdiction
of incorporation or organization)
|
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(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number)
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777
Post Oak Blvd., Suite 730
Houston,
Texas
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77056
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(832) 925-3777
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
|
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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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 [X]
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
5.07 Submission of Matters to a Vote of Security Holders.
On
May 18, 2018, National Energy Services Reunited Corp. (the “
Company
” or “
NESR
”), held a
special meeting in lieu of an annual meeting of shareholders (the “
Meeting
”). At the Meeting, the Company’s
shareholders approved the Company’s proposed business combination (the “
Business Combination
”) with Gulf
Energy S.A.O.C. and NPS Holdings Limited and related matters.
Set
forth below are the final voting results for each of the proposals:
(i)
to approve the stock purchase agreements, the contribution agreement, and the shares exchange agreement, all dated as of November
12, 2017, and the acquisitions and related transactions contemplated thereby.
For
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|
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Against
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Abstain
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26,238,964
|
|
|
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123,129
|
|
|
|
14,620
|
(ii)
to approve re-election of Antonio J. Campo Mejia and Hala Zeibak as Class I directors to serve on the Company’s board of
directors until the 2020 annual meeting of shareholders or their earlier death, resignation or removal under the terms of the
Company’s memorandum and articles of association and until their respective successors are duly elected and qualified.
Nominee
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For
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Withhold
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Abstain
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Broker
Non-Votes
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Antonio
J. Campo Mejia
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25,593,564
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|
|
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783,149
|
|
|
|
0
|
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0
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|
Hala
Zeibak
|
|
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25,593,564
|
|
|
|
783,149
|
|
|
|
0
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|
0
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|
(iii)
to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the Company’s
issued and outstanding ordinary shares, which NASDAQ may deem to be a change of control, pursuant to the Business Combination
or any private placement in connection with the backstop commitment.
For
|
|
|
Against
|
|
|
Abstain
|
|
26,238,964
|
|
|
|
123,129
|
|
|
|
14,620
|
(iv)
to approve and adopt the NESR 2018 Long Term Incentive Plan.
For
|
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Against
|
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Abstain
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25,577,144
|
|
|
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784,949
|
|
|
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14,620
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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.
Dated:
May 23, 2018
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NATIONAL
ENERGY SERVICES REUNITED CORP.
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By:
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/s/
Sherif Foda
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Name:
Sherif Foda
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Title:
Chief Executive Officer
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