Business Context and Reporting Period
This Form 8-K Current Report was filed by Select Energy Services, Inc. (not Select Water Solutions, Inc.) on November 3, 2022. The report discloses corporate governance changes regarding the Board of Directors effective immediately on November 3, 2022, and November 4, 2022.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is limited to reporting personnel changes and the execution of an indemnification agreement.
Material Changes
- Resignation: David Baldwin resigned from the Board of Directors effective November 3, 2022. The filing states this was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment: Robin Fielder was appointed as an independent director on November 4, 2022, to fill the vacancy.
- Committee Assignments: Ms. Fielder was concurrently appointed to the Audit Committee and the Nominating, Governance and Sustainability Committee.
- Independence: The Board determined Ms. Fielder meets independence requirements under NYSE rules and the Exchange Act.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary on business performance. The primary risk disclosure relates to the execution of a standard Indemnification Agreement with Ms. Fielder, requiring the Company to indemnify her against liabilities arising from her service to the fullest extent permitted by law and to advance related expenses.
Key Facts for Investor Verification
- Verify the correct registrant name is Select Energy Services, Inc. (Ticker: WTTR), as the input metadata referenced "Select Water Solutions, Inc."
- Confirm the resignation of David Baldwin was voluntary and unrelated to any dispute.
- Review the attached Exhibit 10.1 for the full terms of the Indemnification Agreement with the new director.
- Note that Ms. Fielder receives standard non-employee director compensation as detailed in the 2022 Proxy Statement.