UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 2.02 | Results of Operations and Financial Condition. |
On May 4, 2022, 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, 2022. 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders were requested to: (1) elect the three nominees named in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 15, 2022 (the “Proxy Statement”), to serve on the Company’s Board of Directors as Class I Directors until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified, and (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
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 I Directors that was up for election was elected for a term of three years. Votes regarding the election of these directors were as follows: |
| NOMINEE |
VOTES FOR |
VOTES WITHHELD |
BROKER NON-VOTES |
|||||||||
| David C. Baldwin |
13,951,585 | 591,478 | 8,807,745 | |||||||||
| Curtis F. Harrell |
13,864,736 | 678,327 | 8,807,745 | |||||||||
| Darryl K. Willis |
13,886,831 | 656,232 | 8,807,745 | |||||||||
| 2. | PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 23,300,281 | 35,948 | 14,579 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Nine Energy Service, Inc. press release dated May 4, 2022. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |
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.
| Dated: May 4, 2022 | NINE ENERGY SERVICE, INC. | |||||
| By: | /s/ Theodore R. Moore | |||||
| Theodore R. Moore Senior Vice President and General Counsel | ||||||