Business Context and Reporting Period
This Form 8-K Current Report was filed by Select Energy Services, Inc. (ticker: WTTR) on May 10, 2019. The filing documents the results of the Company's 2019 Annual Meeting of Stockholders held on the same date. The registrant is incorporated in Delaware and maintains its principal executive offices in Houston, Texas.
Financial Metrics
This filing is a current report regarding corporate governance and stockholder voting matters. It does not contain financial statements, revenue figures, profit data, cash flow information, margins, debt levels, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
The primary material change reported is the successful amendment of the Company's governance documents:
- Charter Amendment: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation, effective May 10, 2019. This changes the stockholder vote requirement to amend the Bylaws from a 66 2/3% supermajority to a simple majority vote.
- Bylaws Amendment: The Board approved a corresponding amendment to the Bylaws to align with the Charter Amendment, also changing the vote requirement from 66 2/3% to a majority. This became effective immediately upon the Charter Amendment's approval.
Guidance, Outlook, and Voting Results
The filing details the final voting results for three proposals at the Annual Meeting:
- Proposal 1 (Election of Directors): All nine director nominees were re-elected with significant majorities. Vote percentages ranged from 96.11% (Adam J. Klein) to 99.88% (Holli C. Ladhani). Broker non-votes totaled 14,076,814 for all director elections.
- Proposal 2 (Ratification of Auditors): The appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2019 was approved by 99.28% of votes cast.
- Proposal 3 (Charter Amendment): The amendment to lower the Bylaw amendment threshold was approved by 98.89% of votes cast.
The filing contains no management commentary regarding future financial guidance, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the effective date of the Charter and Bylaws amendments (May 10, 2019) and the new majority vote threshold for future Bylaw changes.
- Confirm the re-election of the full slate of directors, noting the specific vote counts for each nominee.
- Review the attached exhibits (Exhibit 3.1 and 3.2) for the full text of the Fourth Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws.
- Note that this filing does not provide financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.