UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 22, 2019, Keane Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). A total of 94,830,715 shares, or approximately 90.3% of the Company’s outstanding shares of common stock, were represented in person or by proxy at the Special Meeting. At the Special Meeting, the stockholders of the Company voted on the following three proposals, set forth in the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on September 6, 2019: (1) approve the issuance of shares of the Company’s common stock to stockholders of C&J Energy Services, Inc. (“C&J”) in connection with the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J, the Company and King Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into C&J, with C&J surviving the merger as a wholly owned subsidiary of the Company (the “Keane Share Issuance Proposal”); (2) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger (the “Keane Compensation Proposal”); and (3) approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Keane Share Issuance Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s stockholders (the “Keane Adjournment Proposal”). The final results of the voting of each proposal are set forth below.
Proposal 1 – The Keane Share Issuance Proposal.
The Company’s stockholders approved Proposal 1. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 94,582,681 |
24,969 |
223,065 |
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Proposal 2 – The Keane Compensation Proposal.
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 80,728,064 |
13,846,190 |
256,461 |
— |
Proposal 3 – The Keane Adjournment Proposal.
Because the Company’s stockholders approved the Keane Share Issuance Proposal, the vote on the adjournment of the Special Meeting was not called.
| Item 7.01. | Regulation FD Disclosure. |
On October 22, 2019, the Company and C&J issued a joint press release announcing stockholder approval of the merger, as well as announcing the combined company name, NexTier Oilfield Solutions Inc. A copy of the joint press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Keane Group, Inc. | ||||
| Dated: October 22, 2019 |
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| By: |
/s/ Kevin M. McDonald | |||
| Kevin M. McDonald | ||||
| Executive Vice President, General Counsel and Secretary | ||||