Business Context and Reporting Period
This Form 8-K Current Report for Oil States International, Inc. covers events occurring on May 18, 2006, with a report date of May 24, 2006. The filing primarily details significant organizational changes, including the appointment of new executive officers, compensation adjustments, and the election of a new director to the Board.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and corporate governance changes.
Material Changes
- Executive Appointments and Compensation:
- Cindy B. Taylor: Appointed President and Chief Operating Officer. Base salary increased from $330,000 to $400,000; target bonus increased to 55% of base salary.
- Douglas E. Swanson: Relinquished the title of President but remains Chief Executive Officer. Received a new package including a $300,000 base salary, 50% target bonus, immediate vesting of existing non-qualified stock options, and 13,500 shares of restricted stock vesting over one year.
- Bradley Dodson: Appointed Vice President - Chief Financial Officer and Treasurer. Base salary set at $190,000 with a 45% target bonus. The Company agreed to pay $68,500 in tuition and continuing education expenses over two years.
- Robert W. Hampton: Appointed Senior Vice President - Accounting / Corporate Secretary. Base salary set at $200,000 with a 45% target bonus.
- Christopher E. Cragg: Appointed Senior Vice President - Operations. Base salary increased from $210,000 to $245,000; target bonus remains at 50% of base salary.
- Bonus Structure: For all executives listed above, bonuses can reach up to 200% of the target amount if specific annual financial and operational goals are exceeded.
- Board of Directors: William T. Van Kleef was elected as a Class II Director to replace Andrew L. Waite, who did not stand for re-election. Mr. Van Kleef was appointed to the Audit Committee.
- Leadership Roles: Stephen A. Wells was elected as non-executive Chairman of the Board, effective May 18, 2006.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies are disclosed in this report, other than the standard disclosure that certain executive transactions (specifically regarding Mr. Dodson's education expenses) were disclosed pursuant to Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the impact of the new executive compensation structure on future operating expenses.
- Confirm the vesting schedule and value of the 13,500 restricted stock shares awarded to Douglas E. Swanson.
- Review the specific financial and operational goals required for executives to achieve the 200% bonus cap.
- Assess the qualifications and background of the newly elected director, William T. Van Kleef, particularly his experience in the oil and gas sector.
- Check subsequent filings for the formal press release (Exhibit 99.1) referenced in the document for additional context on the organizational changes.