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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): May 14, 2021

______________________

U.S. Well Services, Inc.

(Exact name of registrant as specified in its charter)

______________________

 

 

 

 

 

 

Delaware

 

001-38025

 

81-1847117

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

1360 Post Oak Boulevard
Suite 1800

Houston, TX 77056

(Address of principal executive offices)

(832) 562-3730

(Registrant’s telephone number, including area code)

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 of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

 

USWS

 

NASDAQ Capital Market

Warrants

 

USWSW

 

NASDAQ Capital Market

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 5.07Submission of Matters to a Vote of Security Holders.

 

U.S. Well Services, Inc. (the “Company”) held its annual meeting of stockholders on May 14, 2021 and the Company’s stockholders voted on four proposals.

 

The first proposal was the election of three (3) individuals to serve as Class III directors of the Company until the 2024 annual meeting of stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. The election of the three (3) directors was approved as follows:

 

Proposal 1

 

 

 

 

 

 

 

 

 

Nominees for Directors

 

Votes For

 

 

Withheld

 

 

Broker Non-Votes

 

Ryan Carroll

 

 

46,238,818

 

 

 

1,359,155

 

 

 

12,423,451

 

David Treadwell

 

 

46,229,969

 

 

 

1,368,004

 

 

 

12,423,451

 

Eddie Watson

 

 

47,365,457

 

 

 

232,516

 

 

 

12,423,451

 

 

The second proposal was the approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Certificate of Incorporation”) to effect, at the discretion of our board of directors, at a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), a reverse split of our common stock (the “Reverse Stock Split”). The votes on the proposal were:

 

Proposal 2

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

Approval of an amendment to the Second A&R Certificate of Incorporation for Reverse Stock Split

 

 

56,937,775

 

 

 

3,000,768

 

 

 

82,880

 

 

The third proposal was the approval of the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (the “A&R LTIP”) to increase the maximum number of shares of the Company’s Class A common stock that may be issued under the A&R LTIP by 10,789,174 shares. The votes on the proposal were:

 

Proposal 3

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

Approval of A&R LTIP

 

 

42,641,130

 

 

 

3,329,688

 

 

 

1,627,155

 

 

The fourth proposal was the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021. The votes on the proposal were:

 

Proposal 4

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

Ratification of KPMG LLP

 

 

58,939,256

 

 

 

573,078

 

 

 

509,090

 

 

 


 

 

SIGNATURES

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 thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Well Services, Inc.

 

 

 

 

 

 

 

 

Dated: May 17, 2021

 

 

 

By:

 

/s/ Erin C. Simonson

 

 

 

 

Name:

 

Erin C. Simonson

 

 

 

 

Title:

 

Corporate Secretary

 

 

 

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