Current Report Filing (8-k)
May 14 2019 - 6:10AM
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): May 9, 2019
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37988
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38-4016639
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification Number)
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1800 Post Oak Boulevard, Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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(713) 960-0381
Registrant’s telephone number, including area code
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):
[ ] 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))
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange On Which Registered
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Common Stock, $0.01, par value
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FRAC
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New York Stock Exchange
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2019, Keane Group, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”) in The Woodlands, Texas. A total of 100,519,466 shares, or approximately 95.95% of the Company’s outstanding shares of common stock, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (i) to elect twelve nominees for director to serve until the Company’s 2020 annual meeting of stockholders (“Proposal 1”), (ii) to ratify the selection by the Audit and Risk Committee of the Board of Directors of the Company of KPMG LLP as the independent auditors of the Company for 2019 (“Proposal 2”), (iii) to approve, in an advisory capacity, the compensation of the Company’s named executive officers (“Proposal 3”), and (iv) to approve an amendment to the Company's Equity and Incentive Award Plan (“Proposal 4”). The final results of the voting of each proposal are set forth below.
Proposal 1 - Election of Directors.
The Company’s stockholders approved Proposal 1. The votes cast were as follows:
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Name of Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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James C. Stewart
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70,434,220
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26,483,559
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4,096
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3,597,591
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Marc G.R. Edwards
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82,433,286
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14,483,228
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5,361
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3,597,591
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Lucas N. Batzer
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75,288,550
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21,627,964
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5,361
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3,597,591
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Robert W. Drummond
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72,061,452
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24,855,561
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4,862
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3,597,591
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Dale M. Dusterhoft
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60,120,072
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36,795,942
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5,861
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3,597,591
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Christian A. Garcia
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83,203,227
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13,713,269
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5,379
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3,597,591
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Lisa A. Gray
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68,374,034
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28,542,480
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5,361
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3,597,591
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Gary M. Halverson
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83,175,025
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13,741,489
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5,361
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3,597,591
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Shawn Keane
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70,374,235
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26,542,821
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4,819
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3,597,591
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Elmer D. Reed
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91,891,677
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5,024,837
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5,361
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3,597,591
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Lenard B. Tessler
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70,367,349
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26,549,147
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5,379
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3,597,591
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Scott Wille
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70,367,942
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26,548,572
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5,361
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3,597,591
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Proposal 2 - Ratify Appointment of Independent Auditors and Authorize Auditors’ Remuneration.
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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100,241,965
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268,208
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9,293
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—
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Proposal 3 - Advisory Approval of Executive Compensation.
The Company’s stockholders approved Proposal 3. The votes cast were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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94,834,856
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2,039,348
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47,671
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3,597,591
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Proposal 4 - Vote on the Frequency of Say on Executive Pay.
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For
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Against
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Abstain
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Broker Non-Votes
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94,301,667
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2,571,242
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48,966
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3,597,591
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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 hereunto duly authorized.
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KEANE GROUP, INC.
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Date: May 13, 2019
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By:
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/s/ Kevin M. McDonald
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Name:
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Kevin M. McDonald
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Title:
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Executive Vice President, General Counsel
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and Secretary
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