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
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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):
| 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)) |
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 2020 annual meeting of stockholders of the Company was held on April 28, 2020. At the annual meeting, the stockholders of the Company (i) elected three Class I nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) held a nonbinding vote on executive compensation.
The voting results for each proposal are as follows:
| 1. | To elect the three Class I nominees to the Board of Directors: |
| For | Withheld | Broker Non-Vote | ||||
| Class I nominees: | ||||||
| R. Randall Rollins | 191,484,346 | 8,094,911 | 6,711,678 | |||
| Henry B. Tippie | 183,789,878 | 15,789,379 | 6,711,678 | |||
| James B. Williams | 194,557,405 | 5,021,852 | 6,711,678 |
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020: |
| For | Against | Abstain | ||
| 205,482,960 | 736,212 | 71,763 |
| 3. | To hold a non-binding vote on executive compensation: |
| For | Against | Abstain | Broker Non-Vote | |||
| 198,398,310 | 1,011,106 | 169,841 | 6,711,678 |
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive compensation every three years.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Executive Officer Compensation
On April 28, 2020, the Compensation Committee of the Board of Directors approved a reduction in the base salary for its Named Executive Officers identified in the registrant’s 2020 proxy statement. In light of the difficult operating environment faced by the Company, the Named Executive Officers base salaries were reduced by 25 percent effective May 1, 2020, as follows:
| Base Salary as of | Base Salary as of | |||||
| Name | Title | January 1, 2020 | May 1, 2020 | |||
| Richard A. Hubbell | President and Chief Executive Officer | $950,000 | $712,500 | |||
| Ben M. Palmer | Vice President, Chief Financial Officer and Treasurer | $450,000 | $337,500 | |||
| R. Randall Rollins | Chairman | $850,000 | $637,500 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| RPC, Inc. | |
| Date: April 28, 2020 | /s/ Ben M. Palmer |
| Ben M. Palmer | |
| Vice President, | |
| Chief Financial Officer and Treasurer |
Cover |
Apr. 28, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 28, 2020 |
| Entity File Number | 1-8726 |
| Entity Registrant Name | RPC, INC. |
| Entity Central Index Key | 0000742278 |
| Entity Tax Identification Number | 58-1550825 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 2801 Buford Highway NE |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Atlanta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30329 |
| City Area Code | 404 |
| Local Phone Number | 321-2140 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.10 par value |
| Trading Symbol | RES |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |