Item 2.02 Results of Operations and Financial Condition.

On May 8, 2023, Nine Energy Service, Inc. (the "Company") issued a press release providing information on its results of operations and financial condition for the quarter ended March 31, 2023. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 5, 2023, at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting"), as further described below in Item 5.07, the Company's stockholders approved the Second Amendment (the "Incentive Plan Amendment") to the Nine Energy Service, Inc. 2011 Stock Incentive Plan, as amended and restated effective February 28, 2017 and as further amended effective March 5, 2021 (the "Incentive Plan"). Previously, subject to the approval by the Company's stockholders at the Annual Meeting, the Company's Board of Directors (the "Board") approved the Incentive Plan Amendment, which (i) increases the number of shares of the Company's common stock that may be issued under the Incentive Plan by 2,000,000 shares, (ii) prohibits share recycling with respect to options and stock appreciation rights, (iii) prohibits the payment of dividends on unvested awards for all equity award types, and (iv) clarifies that the vesting of time-based and performance-based equity awards will not be automatically accelerated in connection with a "Corporate Change" (as defined in the Incentive Plan).

The Incentive Plan is a long-term incentive plan pursuant to which awards, including stock options, stock appreciation rights, restricted stock, performance awards, restricted stock units, bonus stock, dividend equivalents, other stock-based awards and cash awards, may be granted to certain employees and other service providers of the Company and its subsidiaries. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Incentive Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Board's Nominating, Governance and Compensation Committee.

The foregoing description of the Incentive Plan Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. In addition, a description of the material terms of the Incentive Plan Amendment and the Incentive Plan was included in the Company's proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 8, 2023 (the "Proxy Statement").

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 5, 2023, the Company held the Annual Meeting, at which the Company's stockholders were requested to: (1) elect the three nominees named in the Proxy Statement to serve on the Board as Class II Directors until the Company's 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, and (3) approve the Incentive Plan Amendment.

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The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:



    1.   Each of the three nominees for Class II Directors that was up for
         election was elected for a term of three years. Votes regarding the
         election of these directors were as follows:



                                         VOTES          BROKER
NOMINEE               VOTES FOR        WITHHELD        NON-VOTES
Scott E. Schwinger     14,932,247       1,742,656       9,350,092
Gary L. Thomas         14,943,798       1,731,105       9,350,092
Andrew L. Waite        16,312,199         362,704       9,350,092



    2.   PricewaterhouseCoopers LLP was ratified as the Company's independent
         registered public accounting firm for the fiscal year ending December 31,
         2023. The voting results were as follows:



                                               BROKER NON-
VOTES FOR    VOTES AGAINST   VOTES ABSTAINED      VOTES
25,940,003      36,366           48,626             0



    3.   The Incentive Plan Amendment was approved. The voting results were as
         follows:



                                               BROKER NON-
VOTES FOR    VOTES AGAINST   VOTES ABSTAINED      VOTES
15,234,404     1,385,850         54,649         9,350,092

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit
  No.       Description

10.1          Second Amendment to the Nine Energy Service, Inc. 2011 Stock
            Incentive Plan.

99.1          Nine Energy Service, Inc. press release dated May 8, 2023.

104         Cover Page Interactive Data File. The cover page XBRL tags are
            embedded within the inline XBRL document (contained in Exhibit 101).

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