Business Context and Reporting Period
This Form 8-K Current Report was filed by Oil States International, Inc. on May 10, 2022. The filing discloses the execution of an Executive Agreement with Brian E. Taylor, who was appointed Senior Vice President, Controller, and Chief Accounting Officer effective February 16, 2022.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change disclosed is the establishment of a new Executive Agreement for Brian E. Taylor, replacing his participation in the Company's Change of Control Severance Plan for Selected Members of Management. The agreement outlines specific severance benefits triggered by termination or a Change of Control.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business operations. It details the following compensatory arrangements:
- Change of Control Severance: If terminated without Cause or resigns for Good Reason within 24 months of a Change of Control, Mr. Taylor receives a lump sum equal to 2x (base salary + target annual bonus). Additional benefits include accelerated vesting of all equity awards, retirement plan vesting, a 36-month benefit continuation subsidy, and outplacement services.
- Regular Severance: If terminated without Cause outside the 24-month Change of Control window, Mr. Taylor receives a lump sum equal to 1x (base salary + target annual bonus). Additional benefits include accelerated vesting of restricted shares/units and a 24-month benefit continuation subsidy.
- Conditions: All severance benefits require the execution of a release of claims. Stock options accelerate upon a Change of Control regardless of termination.
Investor Verification Checklist
- Review the full text of the Executive Agreement filed as Exhibit 10.1 for specific definitions of "Cause," "Good Reason," and "Change of Control."
- Verify the current base salary and target annual bonus for Brian E. Taylor to calculate potential severance liabilities.
- Confirm the status of outstanding equity awards (options, restricted shares, RSUs) held by Mr. Taylor.
- Assess the impact of this agreement on the company's overall executive compensation structure and potential future cash outflows.