Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Name Change to
OnApril 19, 2022 ,Liberty Oilfield Services Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at which the stockholders approved an amendment to Article First of the Company's Amended and Restated Certificate of Incorporation for the purpose of changing the Company's name from "Liberty Oilfield Services Inc. " to "Liberty Energy Inc. " (the "Name Change"). OnApril 19, 2022 , the Company filed with the Secretary of State of theState of Delaware a Certificate of Amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to effect the Name Change, effectiveApril 25, 2022 .
The Company's Class A common stock will continue to trade under the ticker
symbol "LBRT" on the
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference.
Amendments to Bylaws
In connection with the Name Change, onApril 19, 2022 the Board of Directors (the "Board") of the Company approved an amendment to the Amended and Restated Bylaws of the Company, to reflect the change in corporate name to Liberty Energy Inc. In addition, onApril 19, 2022 , the Board approved an additional amendment to the bylaws to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts ofthe United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. No other changes were made to the Company's bylaws. The foregoing description of amendments to the Company's bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company's definitive proxy statement for the Annual Meeting, which was filed with theSecurities and Exchange Commission onMarch 8, 2022 . At the close of business onFebruary 22, 2022 , the record date for the Annual Meeting, there were 183,645,580 shares of Class A common stock and 2,449,191 shares of Class B common stock issued and outstanding and entitled to be voted at the Annual Meeting. The results of the matters voted upon at the Annual Meeting are as follows:
Proposal 1: Election of three directors.
The three individuals listed below were elected as Class III directors of the Company at the Annual Meeting to serve for a term of three years. Voting results for each director were as follows: Names For Withheld Broker Non-Votes Peter A. Dea 131,510,616 31,059,066 12,415,713 William F. Kimble 135,191,185 27,378,497 12,415,713 James R. McDonald 137,188,055 25,381,627 12,415,713
Proposal 2: Advisory vote on the compensation of the named executive officers.
The compensation of the Company's named executive officers was approved on an advisory basis as follows: For Against Abstentions Broker Non-Votes 159,712,833 2,844,956 11,893 12,415,713
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Proposal 3: Ratification of the appointment of
The ratification ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the year endedDecember 31, 2022 was approved as follows: For Against Abstentions Broker Non-Votes 174,854,677 125,146 5,572 0
Proposal 4: Approval of an amendment to the Company's Amended and Restated Certificate of
Incorporation to change the name of the Company to
The amendment to the Company's Amended and Restated Certificate of Incorporation
to change the name of the Company to
For Against Abstentions Broker Non-Votes 174,965,448 13,882 6,065 0
Item 9.01. Financial Statements and Exhibits
(d)Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation 3.2 Second Amended and Restated Bylaws 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document
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