Business Context and Reporting Period
This Form 8-K filing by Oil States International, Inc. reports on the results of the 2011 Annual Meeting of Shareholders held on May 17, 2011. The filing details the outcomes of shareholder votes regarding board elections, auditor ratification, and executive compensation matters.
Key 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 voting results rather than financial performance data.
Material Changes and Voting Results
Shareholders voted on four primary proposals with the following results:
- Board Elections: Two Class I nominees, Christopher T. Seaver and Cindy B. Taylor, were elected with significant majorities. Douglas E. Swanson received a majority of votes cast but faced substantial withheld votes (22,337,764 withheld vs. 22,985,446 for).
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm.
- Executive Compensation Approval: The compensation of named executive officers was approved by a majority of votes cast.
- Say-on-Pay Frequency: Shareholders voted to conduct an advisory vote on executive compensation "every one year." The Board of Directors has adopted this frequency for future annual meetings.
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial guidance, outlook, risks, contingencies, or unusual items. The primary operational update is the Board's decision to hold annual "say-on-pay" votes based on the shareholder preference expressed in the frequency proposal.
Key Facts for Investor Verification
- Verify the specific vote counts for Douglas E. Swanson, as the number of withheld votes was nearly equal to the votes cast in favor.
- Confirm that the company will now include an annual advisory "say-on-pay" vote in future proxy materials.
- Note that this filing contains no financial performance data; refer to the company's 10-K or 10-Q for fiscal metrics.