8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

Form 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2023

Oil States International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-16337	76-0476605
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

Registrant's telephone number, including area code: (713) 652-0582

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	OIS	New York Stock Exchange

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.

The 2023 Annual Meeting of Stockholders of Oil States International, Inc. (the "Company") was held on May 9, 2023 (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company (i) elected two Class I members to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders, (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, (iii) approved, on an advisory basis, annual frequency for future advisory votes on the compensation of the Company's named executive officers, (iv) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, and (v) approved the Amended and Restated Certificate of Incorporation. The voting results for each proposal were as follows:

1.    To elect two Class I members to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders:

	For	Withheld	Broker Non-Votes
Lawrence R. Dickerson	48,719,615	3,523,662	4,522,424
Cindy B. Taylor	51,126,392	1,116,885	4,522,424

2.    To approve, on an advisory basis, the compensation of the Company's named executive officers:

For	Against	Abstain	Broker Non-Votes
49,485,054	2,746,582	11,641	4,522,424

3.    To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers:

Every One Year	Every Two Years	Every Three Years	Abstain
49,307,899	4,298	2,929,180	1,900

In accordance with these results and the recommendation of the Company' Board of Directors (as set forth in the definitive proxy statement for the Annual Meeting), the Company' Board of Directors has determined that an advisory vote to approve the compensation of the Company's named executive officers will be conducted every year until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company's named executive officers.

4.    To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:

For	Against	Abstain
55,405,585	1,340,359	19,757

5.    To approve the Amended and Restated Certificate of Incorporation:

For	Against	Abstain	Broker Non-Votes
42,141,379	10,011,712	90,186	4,522,424

SIGNATURE

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.

			OIL STATES INTERNATIONAL, INC.
			(Registrant)
Date:	May 9, 2023	By:	/s/  LLOYD A. HAJDIK
			Lloyd A. Hajdik
			Executive Vice President, Chief Financial Officer & Treasurer

XML

Document And Entity Information Document	May 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 09, 2023
Entity Registrant Name	Oil States International, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	1-16337
Entity Tax Identification Number	76-0476605
Entity Address, Address Line One	Three Allen Center, 333 Clay Street
Entity Address, Address Line Two	Suite 4620
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	652-0582
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	OIS
Security Exchange Name	NYSE
Entity Central Index Key	0001121484
Amendment Flag	false