8-K 1 d764319d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-34037   75-2379388

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1001 Louisiana Street, Suite 2900, Houston, Texas   77002
(Address of principal executive offices)   (Zip Code)

(713) 654-2200

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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   SPN   NYSE

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 annual meeting of stockholders (the “Annual Meeting”) of the Company was held on June 6, 2019. As of the record date for the Annual Meeting, April 8, 2019, the Company had 155,956,600 shares of common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.

Proposal 1 – Election of Directors. Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors.



   Votes For      Votes Withheld      Broker Non-votes  

David D. Dunlap

     129,490,809        2,198,408        14,011,642  

James M. Funk

     123,402,985        8,286,232        14,011,642  

Terence E. Hall

     128,693,776        2,995,441        14,011,642  

Peter D. Kinnear

     128,930,415        2,758,802        14,011,642  

Janiece M. Longoria

     129,733,428        1,955,789        14,011,642  

Michael M. McShane

     122,246,487        9,442,730        14,011,642  

W. Matt Ralls

     121,367,401        10,321,816        14,011,642  

Proposal 2 – Advisory Say-on-Pay Vote. Proposal 2 was an advisory vote on executive compensation, as disclosed in the proxy statement for the Annual Meeting. This advisory vote was approved.


Votes For


Votes Against




Broker Non-votes

76,355,033   55,163,838   170,346   14,011,642

Proposal 3 – Ratification of Appointment of Auditors. Proposal 3 was a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. This proposal was approved.


Votes For


Votes Against



142,428,723   3,068,528   203,608

Item 8.01 Other Events

On June 7, 2019, the Company issued a press release announcing the voting results of matters considered during the Company’s Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.






99.1    Press release issued by Superior Energy Services, Inc., June 7, 2019.


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.


By:   /s/ William B. Masters
  William B. Masters

Executive Vice President, General Counsel

and Secretary

Dated: June 11, 2019