Business Context and Reporting Period
This Form 8-K Current Report was filed by Oil States International, Inc. on August 7, 2018. The filing addresses significant changes to the Company's Board of Directors, specifically the resignation of the Chairman and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance events.
Material Changes
- Resignation of Chairman: Mark G. Papa resigned from the Board of Directors effective August 7, 2018. He previously served as Chairman and was a member of the Compensation and Nominating & Corporate Governance Committees.
- Reason for Departure: Mr. Papa's resignation is due to his decision to join the board of a competitor. The filing explicitly states there was no disagreement with the Company regarding operations, policies, or practices.
- Appointment of New Chairman: Robert L. Potter was appointed Chairman of the Board on August 7, 2018, to fill the vacancy.
- Committee Vacancies: As of the filing date, the Board had not determined replacements for Mr. Papa on the Compensation Committee or the Nominating & Corporate Governance Committee.
Compensatory Arrangements and Unusual Items
- Stock Award Acceleration: Upon accepting Mr. Papa's resignation, the Board approved the acceleration of an award of 3,425 shares of Company common stock. These shares were originally scheduled to vest on the day preceding the 2019 annual meeting of stockholders.
- Regulation FD Disclosure: The Company issued a press release on August 7, 2018, detailing these events, which is attached as Exhibit 99.1.
Investor Verification Checklist
- Verify the identity and background of the newly appointed Chairman, Robert L. Potter.
- Monitor future filings for the appointment of new members to the Compensation and Nominating & Corporate Governance Committees.
- Review the attached press release (Exhibit 99.1) for any additional context regarding the transition.
- Confirm that the accelerated vesting of 3,425 shares has been properly recorded in subsequent equity filings.