Current Report Filing (8-k)
November 04 2022 - 4:05PM
Edgar (US Regulatory)
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2022-11-03
2022-11-03
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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):
November 3, 2022
SELECT ENERGY SERVICES, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware |
|
1-38066 |
|
81-4561945 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1233 West Loop South, Suite 1400
Houston, Texas 77027
(Address of principal executive offices)
(713) 235-9500
(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:
| ¨ | 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, $0.01 par value |
|
WTTR |
|
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 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On November 3, 2022, David Baldwin resigned from
the Board of Directors (the “Board”) of Select Energy Services, Inc. (the “Company”), effective immediately.
His resignation was not the result of any disagreement with the Company or any of its affiliates on any matter relating to the operations,
policies or practices of the Company.
On November 4, 2022, at the recommendation of
the Nominating, Governance and Sustainability Committee of the Board, the Board appointed Robin Fielder as an independent director to
fill the vacancy created by Mr. Baldwin’s resignation. Concurrently with her appointment to the Board, Ms. Fielder was appointed
to both the Audit Committee and the Nominating, Governance and Sustainability Committee of the Board.
The Board has determined that Ms. Fielder meets
the independence requirements under the rules and regulations of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
There are no understandings or arrangements between
Ms. Fielder and any other person pursuant to which Ms. Fielder was selected to serve as a director of the Board. There are no relationships
between Ms. Fielder and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Ms. Fielder will receive the standard compensation
paid by the Company to its non-employee directors, as described under “Director Compensation” in the Company’s Proxy
Statement for its 2022 Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission on March 25, 2022.
Additionally, the Company purchases and maintains directors’ and officers’ liability insurance for, and provides indemnification
to, each member of the Board.
On November 4, 2022, the Company, with the approval
of the Board, entered into an indemnification agreement with Ms. Fielder (the “Indemnification Agreement”) in connection with
her role as a director of the Company. The Indemnification Agreement requires the Company to indemnify Ms. Fielder to the fullest extent
permitted by applicable law against liability that may arise by reason of her service to the Company and to advance expenses incurred
as a result of any proceeding against her as to which she could be indemnified. The Indemnification Agreement is in substantially the
form referenced as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference
to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
into this Item 5.02 by reference.
| Item 9.01 | Financial Statements
and Exhibits. |
(d) Exhibits
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.
Dated: November 4, 2022
|
SELECT ENERGY SERVICES, INC. |
|
|
|
|
|
|
|
By: |
/s/ Nick Swyka
|
|
Name: |
Nick Swyka |
|
Title: |
Senior Vice President and Chief Financial Officer |
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