Current Report Filing (8-k)
November 04 2022 - 04:05PM
Edgar (US Regulatory)
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2022-11-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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) |
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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. |
|
|
|
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By: |
/s/ Nick Swyka
|
|
Name: |
Nick
Swyka |
|
Title: |
Senior
Vice President and Chief Financial Officer |
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