Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 6, 2020, at the 2020 Annual Meeting of Stockholders (the "2020 Annual
Meeting") of Basic Energy Services, Inc. (the "Company"), the Company's
stockholders (the "Stockholders") approved the proposals to amend the Company's
Second Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to (i) increase the number of authorized shares of common stock,
par value $0.01 per share, of the Company from 80,000,000 shares to 198,805,000
shares and (ii) permit Stockholders to act by written consent (together, the
"Amendments"). The Amendments were described in the definitive proxy statement
on Schedule 14A delivered to the Stockholders in connection with the 2020 Annual
Meeting and filed with the Securities and Exchange Commission on April 6, 2020,
and such descriptions are incorporated by reference into this Current Report on
Form 8-K. The Company filed a Certificate of Amendment to the Company's
Certificate of Incorporation with the Secretary of State of the State of
Delaware to effect the Amendments, and it became effective on May 7, 2020.
The above description is qualified in its entirety by reference to the full text
of the Certificate of Amendment to the Company's Certificate of Incorporation,
filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 6, 2020, the Company held its 2020 Annual Meeting virtually due to the
COVID-19 pandemic and related governmental directives. Stockholders representing
19,449,872 shares of the common stock of the Company, or 78.32% of the issued
and outstanding shares of the common stock of the Company and 118,805 shares of
the Series A Participating Preferred Stock of the Company, or 100% of the issued
and outstanding shares of the Series A Participating Preferred Stock of the
Company, entitled to vote as of the record date, March 25, 2020, were
represented at the 2020 Annual Meeting either virtually or by proxy.
The matters proposed to the Stockholders for a vote were: (i) the election of
three Class I directors to serve a three-year term; (ii) the approval of an
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of common stock; (iii) the approval of an amendment to the
Company's Certificate of Incorporation to permit Stockholders to act by written
consent; (iv) the approval, on a non-binding advisory basis, of the Company's
named executive officer compensation; (v) the ratification of KPMG LLP as the
Company's independent auditor; and (vi) the approval of a grant of discretionary
authority to the chairman of the 2020 Annual Meeting to adjourn the 2020 Annual
Meeting, if necessary, to solicit additional proxies in the event that there are
not sufficient votes at the time of the 2020 Annual Meeting to approve any of
Proposals (i)-(v).
The final voting results of the 2020 Annual Meeting are set forth below.
Proposal One
Each of the director nominees was elected to the Board to serve as a Class I
director until the 2023 Annual Meeting of Stockholders and until his respective
successor is duly elected and qualified. The three persons named below received
the greatest number of votes cast in the election of directors, and the number
of votes (including shares of Series A Participating Preferred Stock, on an
as-converted basis) received by each such person is set forth opposite his name
below:

Nominees Votes For Votes Withheld Broker Non-Votes Julio M. Quintana 127,604,279 747,003 9,903,590 Keith L. Schilling 127,225,346 1,125,936 9,903,590


  Lawrence First   127,145,898   1,205,384       9,903,590

Proposal Two The proposal to approve the Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis) and shares of common stock, voting separately:

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                         Votes For    Votes Against   Abstentions   Broker Non-Votes
Common stock and
Series A Participating
Preferred Stock,        135,610,739     2,638,702        5,431             -
voting together as a
single class
Holders of shares of
common stock, voting
separately               16,805,739     2,638,702        5,431             -

Proposal Three The proposal to approve the Amendment to the Company's Certificate of Incorporation to permit Stockholders to act by written consent was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):

Votes For Votes Against Abstentions Broker Non-Votes 127,367,106 958,638 25,538 9,903,590

Proposal Four The proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):

Votes For Votes Against Abstentions Broker Non-Votes 127,337,008 1,003,767 10,507 9,903,590

Proposal Five The proposal to ratify the Company's appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):

Votes For Votes Against Abstentions Broker Non-Votes 137,522,095 728,173 4,604

           -

Proposal Six The proposal to grant discretionary authority to the chairman of the 2020 Annual Meeting to adjourn the 2020 Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the 2020 Annual Meeting to approve any of Proposals 1-5 was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):

Votes For Votes Against Abstentions Broker Non-Votes 135,222,131 2,928,376 104,365 -

No other business properly came before the 2020 Annual Meeting.




Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
3.1    Certificate of Amendment to the Company's Second Amended and Restated
     Certificate of Incorporation.

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