ITEM 5.02 Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Long-Term Incentive Plan Amendment
As described under Item 5.07 of this Current Report on Form 8-K, on May 8, 2020,
at the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Select
Energy Services, Inc. (the "Company" or "Select"), the Company's stockholders,
upon the recommendation of the Company's Board of Directors (the "Board"),
approved an amendment to the Company's 2016 Equity Incentive Plan (the "Plan")
to increase the number of shares of the Company's Class A common stock that may
be issued under the Plan by 4,000,000 shares (the "Plan Amendment"). The Plan
Amendment also clarifies that in the case of a merger, consolidation or
acquisition of another entity or its assets, the Company may grant "Substitute
Awards" (as defined in the Plan) under the Plan that replace awards issued by an
acquiree, and those awards shall not reduce the number of shares reserved and
available for issuance under the Plan. The Plan Amendment became effective on
May 8, 2020 upon the approval of the stockholders at the Annual Meeting.
The foregoing description of the Plan Amendment is not complete and is qualified
in its entirety by reference to the full text of the Second Amendment to Select
Energy Services, Inc. 2016 Equity Incentive Plan, which is filed herewith as
Exhibit 10.1, and incorporated herein by reference.
Executive Compensation Adjustment
The executive officers of the Company agreed to a voluntary 10% reduction in
annualized base salary, effective as of March 1, 2020. On May 13, 2020, the
executive officers of the Company agreed to an additional voluntary 5%
reduction, an additional 10% as it pertains to Holli Ladhani, President and
Chief Executive Officer of the Company, in annualized base salary, effective
June 1, 2020. In connection with such agreements, certain executive officers who
are party to employment agreements with the Company or one of its affiliates,
including Ms. Ladhani, Nick Swyka, Chief Financial Officer and Senior Vice
President, Paul Pistono, Executive Vice President, Oilfield Chemicals and Adam
Law, Senior Vice President, General Counsel and Corporate Secretary (each, an
"Executive"), entered into a letter agreement with the Company to amend certain
provisions of their respective employment agreements (the "Letter Agreements").
The Letter Agreements describe both the March 1, 2020 reduction in each
Executive's annualized base salary and the further June 1, 2020 reduction in
each Executive's base salary, which is consistent with the voluntary reductions
described above. The Letter Agreements also stipulate that no Executive may
terminate their employment with the Company for "Good Reason" (or similar or
related definitions), as such term is defined in each Executive's employment
agreement, due solely to the above-mentioned reductions in annualized base
salary. The Letter Agreements do not revise any severance payment calculations
pursuant to the Executives' employment agreements.
The foregoing description of the Letter Agreement is not complete and is
qualified in its entirety by reference to the full text of the Letter Agreement,
the form of which is filed herewith as Exhibit 10.2, and incorporated herein by
reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders elected each of the Company's
director nominees who had been nominated to serve until the Company's 2021
Annual Meeting of Stockholders. David C. Baldwin was re-elected with 98.73% of
the votes cast, Richard A. Burnett was re-elected with 98.90% of the votes cast,
Robert V. Delaney was re-elected with 98.77% of the votes cast, Holli C. Ladhani
was re-elected with 98.94% of the votes cast, Keith O. Rattie was re-elected
with 95.02% of the votes cast, John D. Schmitz was re-elected with 98.29% of the
votes cast, Troy W. Thacker was elected with 98.79% of the votes cast, David A.
Trice was re-elected with 99.03% of the votes cast, and Douglas J. Wall was
re-elected with 94.88% of the votes cast. The ratification of the appointment of
Grant Thornton LLP as the independent registered public accounting firm for
fiscal year 2020 was approved by 99.98% of the votes cast. The Plan Amendment
was approved by 96.74% of the votes cast.
The final results of the voting on each matter of business at the Annual Meeting
are as follows:
Proposal 1 - Election of Directors.
NOMINEES FOR AGAINST ABSTAIN BROKER NON-VOTES
David C. Baldwin 78,472,476 1,002,322 12,720 10,775,607
Richard A. Burnett 78,605,328 869,470 12,720 10,775,607
Robert V. Delaney 78,499,261 975,537 12,720 10,775,607
Holli C. Ladhani 78,643,458 835,958 8,102 10,775,607
Keith O. Rattie 75,521,823 3,952,975 12,720 10,775,607
--------------------------------------------------------------------------------
John D. Schmitz 78,125,199 1,354,329 7,990 10,775,607
Troy W. Thacker 78,520,557 954,220 12,741 10,775,607
David A. Trice 78,708,920 765,878 12,720 10,775,607
Douglas J. Wall 75,371,690 4,065,276 50,552 10,775,607
Proposal 2 - Ratification of the appointment of Grant Thornton LLP as Select's
independent registered public accounting firm for fiscal year 2020.
FOR AGAINST ABSTAIN
90,246,553 11,378 5,194
Proposal 3 - Approval of an amendment to Select's 2016 Equity Incentive Plan to
increase the number of shares of Select's Class A common stock that may be
issued under Select's 2016 Equity Incentive Plan by 4,000,000 shares.
FOR AGAINST ABSTAIN BROKER NON-VOTES
76,877,427 2,584,471 25,620 10,775,607
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Second Amendment to Select Energy Services, Inc. 2016 Equity
10.1 Incentive Plan, dated as of May 8, 2020
10.2 Form of Letter Agreement
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SELECT WATER SOLUTIONS, INC. 
