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 | (Commission File Number) | (IRS Employer |
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (
N/A
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
|
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2024, during the annual meeting of stockholders of RPC, Inc. (the “Company”), the stockholders approved the 2024 Stock Incentive Plan. The material terms of the Agreement were previously reported in the Company’s Proxy Statement dated March 14, 2024 (the “Proxy Statement”), under the caption “Proposal 3: Approval of the 2024 Stock Incentive Plan.” The Agreement was filed as Appendix A to the Proxy Statement. Proposal 3 and Appendix A of the Proxy Statement are hereby incorporated by reference herein.
The 2024 Stock Incentive Plan authorizes the Human Capital Management and Compensation Committee of the Board of Directors of the Company to grant to directors, officers and other key employees stock options and other equity compensation as more fully described and summarized in the Company’s Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of the Company was held on April 23, 2024. At the Annual Meeting the stockholders of the Company (i) elected three Class II 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, 2024; and (iii) voted to approve the 2024 Stock Incentive Plan.
The voting results for each proposal are as follows:
| 1. | To elect the three Class II Nominees to the Board of Directors: |
| For |
| Withheld |
| Broker Non-Vote | |
Class II Nominees: | ||||||
Gary W. Rollins |
| 180,259,324 | 16,397,836 | 8,124,054 | ||
Richard A. Hubbell |
| 180,283,575 | 16,373,585 | 8,124,054 | ||
John F. Wilson |
| 158,886,849 | 37,770,311 | 8,124,054 |
| 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, 2024. There were no broker non-votes with respect to this proposal: |
For |
| Against |
| Abstain |
203,457,247 |
| 986,058 |
| 337,909 |
| 3. | To approve the 2024 Stock Incentive Plan: |
For |
| Against |
| Abstain |
| Broker Non-Vote |
141,762,518 |
| 53,418,345 |
| 1,476,295 | 8,124,056 |
-2-
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Description | |
10.1 |
| |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 24, 2024 | /s/ Michael L. Schmit |
| Michael L. Schmit |
| Vice President, |
-3-