Business Context and Reporting Period
This Form 8-K Current Report, dated May 4, 2023, covers events occurring around the 2023 Annual Meeting of Stockholders held on May 4, 2023, and subsequent filings effective May 8, 2023. The registrant, formerly known as Select Energy Services, Inc., officially changed its name to Select Water Solutions, Inc. The company is incorporated in Delaware and its Class A common stock trades on the New York Stock Exchange under the ticker symbol WTTR.
Key Financial Metrics
This filing is a current report regarding corporate governance and executive compensation; it does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Corporate Actions
- Corporate Name Change: Stockholders approved an amendment to the Certificate of Incorporation to change the company name from Select Energy Services, Inc. to Select Water Solutions, Inc., effective May 8, 2023.
- Executive Compensation: The Company entered into a new Employment Agreement with John D. Schmitz (Chairman, CEO, and President) effective May 5, 2023. Key terms include:
- Annualized base salary of $800,000.
- Annual bonus target of 115% of base salary.
- Initial term ending December 31, 2025, with automatic annual renewals.
- Severance benefits of 2x (or 3x in Change in Control scenarios) the sum of base salary and target bonus upon termination without Cause or for Good Reason.
- Governance Updates: The Board approved amendments to the Bylaws to reflect the name change and updates to Delaware General Corporation Law regarding officer exculpation.
Guidance, Outlook, and Voting Results
The filing does not provide forward-looking guidance, management commentary on financial outlook, or discussion of risks and contingencies beyond standard legal disclosures regarding the employment agreement and corporate amendments.
Annual Meeting Voting Results: Approximately 78.65% of outstanding shares were present or represented by proxy.
- Proposal 1 (Election of Directors): All seven nominees were elected. Notable withhold votes included Gayle L. Burleson (14.3M), Luis Fernandez-Moreno (16.8M), and Douglas J. Wall (21.9M).
- Proposal 2 (Ratification of Auditor): Grant Thornton LLP was ratified with 99,087,138 votes For.
- Proposal 3 (Officer Exculpation): Approved with 78,100,861 votes For.
- Proposal 4 (Name Change): Approved with 98,976,094 votes For.
Investor Verification Checklist
- Verify the effective date of the name change to Select Water Solutions, Inc. (May 8, 2023) and confirm ticker symbol continuity (WTTR).
- Review the full text of the Employment Agreement (Exhibit 10.1) to understand specific definitions of "Cause," "Good Reason," and "Change in Control" affecting severance.
- Monitor the significant number of "Withhold" votes for specific directors (Burleson, Fernandez-Moreno, Wall) to assess shareholder sentiment regarding board composition.
- Confirm the ratification of Grant Thornton LLP as the independent auditor for fiscal year 2023.