8-K 1 a18-42221_18k.htm 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): December 28, 2018

 

FTS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38382

 

30-0780081

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

777 Main Street, Suite 2900

Fort Worth, Texas 76102

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (817) 862-2000

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

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 o

 

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. o

 

 

 


 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 28, 2018, the Board of Directors (the “Board”) of FTS International, Inc. (the “Company”) appointed Michael C. Jennings as a Class II director effective as of January 1, 2019 with a term set to expire at the 2020 annual meeting of stockholders. Mr. Jennings will also serve as Chair of the Audit Committee effective as of January 1, 2019.

 

In connection with his appointment, Mr. Jennings will be entitled to receive cash and equity compensation under the Company’s independent director compensation policy previously approved by the Board and will enter into the Company’s standard indemnification agreement for directors.

 

There are no arrangements or understandings between Mr. Jennings and any other person pursuant to which he was selected to serve on the Board, and there are no transactions or relationships between Mr. Jennings and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 
Number

 

Exhibit Description

 

 

 

10.1

 

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 of Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-215998), filed on May 5, 2017)

 

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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.

 

 

FTS INTERNATIONAL, INC.

 

 

 

 

 

By:

/s/ Jennifer Keefe

 

 

Name: Jennifer Keefe

 

 

Title: Senior Vice President, General Counsel and Chief Compliance Officer

 

 

Date: January 2, 2019

 

 

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