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): November 13, 2006
OIL STATES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
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THREE ALLEN CENTER
333 CLAY STREET, SUITE 4620
HOUSTON, TEXAS 77002
(Address and zip code of principal
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582
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))
ITEM 8.01. OTHER EVENTS.
On November 13, 2006, the Board of Directors, pursuant to a recommendation of its Compensation Committee, adopted a policy which changed the compensation of the Chairman of the Board of the Company. Under the revised policy, the Chairman is to receive, among other things, an annual retainer totaling $50,000 for the time served as Chairman. In addition, the policy provides that the Board Chairman is to receive other Compensation as a non-employee member of the Board of Directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Document
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10.21 Non-Employee Director Compensation Summary - Oil States
International, Inc.
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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.
Dated: November 15, 2006
OIL STATES INTERNATIONAL, INC.
By: /s/ Robert W. Hampton
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Name: Robert W. Hampton
Title: Senior Vice President Accounting and
Corporate Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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10.21 Non-Employee Director Compensation Summary - Oil States
International, Inc.
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EXHIBIT 10.21
NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
OIL STATES INTERNATIONAL, INC.
Non-employee directors of Oil States International, Inc. receive the following compensation:
o Annual retainer of $30,000 for board membership, paid quarterly in arrears
o Annual retainer of $50,000 for service as the Chairman of the Board of the Company
o Annual retainer of $15,000 for service as the Audit Committee Chairperson, paid quarterly in arrears
o Annual retainer of $10,000 for service as the Compensation or Nominating and Corporate Governance Committee Chairperson, payable quarterly in arrears
o Annual retainer of $7,500 for service as a member of the Audit Committee, other than Chairperson, payable quarterly in arrears
o Annual retainer of $5,000 for service as a member of the Compensation or Nominating and Corporate Governance Committees, other than a Chairperson, payable quarterly in arrears
o Meeting fees
o $1,500 for each Board meeting attended
o $1,500 for each Committee meeting attended
o Reimbursement for expenses incurred in attending meetings
o Participation in the Company's 2001 Equity Participation Plan, as Amended February 16, 2005
Under the current policy adopted by the Compensation Committee of the Board of Directors on May 18, 2005, each non-employee director will receive an annual restricted stock award equal to $75,000. The award will be made each year on the date of the Annual Shareholders' meeting. The number of shares awarded will be based on the closing price of the Company's common stock on the date of the award. Such restricted stock awards will vest on the day prior to the next year's Annual Shareholders' meeting. In the event of a change in control, the awards vest in accordance with the terms of the award agreements.
The new policy established a guideline that 65% of the number of shares of restricted stock awarded may not be sold, assigned, pledged, or otherwise transferred, encumbered or disposed of until the earlier of (i) the date six months after termination of the non-employee director's services on the Board, (ii) the occurrence of a Change of Control (as determined under the Plan) or (iii) the death or disability of the non-employee director.
All of the Company's directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or committees and for other reasonable expenses related to the performance of their duties as directors. Directors may also participate in the Company's nonqualified deferred compensation plan that permits a participant to defer all or a part of his or her cash compensation from the Company until the termination of his or her status as a director.