Business Context and Reporting Period
This Form 6-K filing by National Energy Services Reunited Corp. covers the month of November 2019. The report details significant changes to the composition of the Company's Board of Directors effective November 10, 2019.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Resignations: Adnan Ghabris and Salem Al Noaimi resigned from the Board of Directors. Mr. Al Noaimi also resigned as chairman of the Audit Committee. The resignations were not due to any disagreements with the Company.
- New Appointments: Yousef Al Nowais and Amr Al Menhali were elected to the Board.
- Director Representation: Mr. Al Nowais represents Al Nowais Investments LLC (ANI), and Mr. Al Menhali represents NESR SPV Ltd. These entities are entitled to nominate directors while holding at least 50% of the ordinary shares acquired in the recent business combination.
- Independence: The Board determined that both new directors satisfy the definition of "independent director" under Nasdaq listing standards.
- Terms: Mr. Al Menhali is a Class I director (serving until the 2020 annual meeting), and Mr. Al Nowais is a Class II director (serving until the 2019 annual meeting).
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future operations. It notes that there are no reportable related party transactions between the new directors (or their immediate families) and the Company. Compensation for the new directors will align with that of other non-employee directors.
Key Facts for Investor Verification
- Confirm the current shareholding percentages of ANI and NESR SPV to verify their continued right to nominate directors.
- Verify the specific dates of the 2019 and 2020 annual general meetings to confirm the exact tenure of the new Class I and Class II directors.
- Review subsequent filings for the appointment of a new Audit Committee chairman following Mr. Al Noaimi's resignation.