Current Report Filing (8-k)

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): April 18, 2023

NexTier Oilfield Solutions Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37988

38-4016639

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3990 Rogerdale Rd

Houston,

Texas

77042

(Address of Principal Executive Offices)

(Zip Code)

(713) 325-6000

(Registrant’s telephone number, including area code)

n/a

(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	Name of each exchange on which registered
Common Stock, $0.01, par value	NEX	New York Stock Exchange

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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 18, 2023, the Board of Directors (the “Board”) of NexTier Oilfield Solutions Inc. (the “Company”), acting upon recommendation of its Nominating and Corporate Governance Committee, approved and adopted amendments to its Bylaws (as amended, the “Amended and Restated Bylaws”), effective as of the date of adoption. The amendments, among other things, address the new universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934, as amended, by, among other things, providing that (i) a stockholder who submits a director nomination notice must also make a certification that such stockholder will comply with Rule 14a-19 in connection with its solicitation of proxies for any nominated director, (ii) the Company may request additional information regarding such proposed nominee and, upon request, evidence of having met the requirements of Rule 14a-9 and (iii) if the stockholder provides notice pursuant to Rule 14a-19 with respect to a proposed nominee and subsequently fails to comply with requirements of Rule 14a-19, the Company will disregard the nomination of the proposed nominee. In addition, the Amended and Restated Bylaws provide a resignation policy for an incumbent director that fails to achieve a majority of votes in reelection and removes references to certain rights based on ownership percentages of Keane Control Group (as defined in the Amended and Restated Bylaws) that are no longer applicable.

The foregoing summary is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report:


Exhibit Number						Description

3.1						A mended and Restated Bylaws, dated April 18, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.



			NEXTIER OILFIELD SOLUTIONS INC.
Dated: April 21, 2023			/s/ KEVIN MCDONALD
			Name: Kevin McDonald
			Title: Executive Vice President, Chief Administrative Officer & General Counsel