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UNITED STATES
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): December 18, 2019

 

 

 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38066   81-4561945
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1233 West Loop South, Suite 1400

Houston, TX 77027

(Address of Principal Executive Offices)

 

(713) 235-9500

(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 obligation 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   Ticker symbol(s)   Name of each exchange on which registered
Class A common stock, $0.01 par value   WTTR   New York Stock Exchange

 

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 December 18, 2019, John Schmitz, Executive Chairman of Select Energy Services, Inc. (the “Company”), notified the board of directors of the Company (the “Board”) of his resignation as Executive Chairman, effective December 31, 2019, while remaining a director and non-executive Chairman of the Board.

 

In connection with his service as the non-executive Chairman of the Board, Mr. Schmitz will receive (i) an annual cash payment in the amount of $100,000 for each year of service as Chairman of the Board, which amount shall be prorated for any partial year of service, and (ii) the Company’s standard non-employee director compensation, which is detailed in the Company’s definitive proxy statement for the 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on March 22, 2019.

 

Item 7.01 Regulation FD Disclosure.

 

On December 19, 2019, the Company issued a press release announcing Mr. Schmitz’s transition from Executive Chairman to non-executive Chairman of the Board. A copy of the Company’s press release covering such announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No. Description
99.1 Press Release dated December 19, 2019

 

 

 

 

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: December 19, 2019

  

  SELECT ENERGY SERVICES, INC.
       
       
  By: /s/ Adam R. Law  
    Adam R. Law  
    Senior Vice President, General Counsel & Corporate
    Secretary  

 

 

 

 

 

Exhibit 99.1

Select Energy Services Announces John D. Schmitz's Transition To Non-Executive Chairman

HOUSTON, Dec. 19, 2019 /PRNewswire/ -- Select Energy Services, Inc. (NYSE: WTTR) ("Select" or "the Company"), a leading provider of water management and chemical solutions to the U.S. unconventional oil and gas industry, today announced that John D. Schmitz will transition from Executive Chairman of the Board to non-executive Chairman, effective December 31, 2019.

Holli Ladhani, President and CEO, stated, "As the founder of Select, John has been instrumental in our overall success and culture of excellence. Over a decade ago, John was at the forefront of a nascent water solutions industry, building a unique business critical to support the growth of the shale revolution across the United States. His keen strategic insights and deep understanding of the ever-changing dynamics of the oil and gas sector have helped to position Select as the industry leader in total water management and chemical solutions with a very bright future. I look forward to benefitting from John's continued contributions and wisdom as Chairman as we continue to build on our success."

Mr. Schmitz added, "Having recently passed the two-year anniversary of our merger with Rockwater, we've accomplished the primary goals of our corporate integration and our strategy is well underway. Select is well positioned with a strong debt-free balance sheet and is in excellent hands under Holli's leadership. Therefore, I believe it is time for me to transition to the more traditional role of non-executive Chairman. I have maintained my significant ownership stake in Select and I look forward to remaining highly engaged as I continue to lead the Board of Directors."

About Select Energy Services, Inc.

Select Energy Services, Inc. ("Select") is a leading provider of total water management and chemical solutions to the unconventional oil and gas industry in the United States. Select provides for the sourcing and transfer of water, both by permanent pipeline and temporary hose, prior to its use in the drilling and completion activities associated with hydraulic fracturing, as well as complementary water-related services that support oil and gas well completion and production activities, including containment, monitoring, treatment and recycling, flowback, hauling, gathering and disposal. Select, under its Rockwater Energy Solutions brand, develops and manufactures a full suite of specialty chemicals used in the well completion process and production chemicals used to enhance performance over the producing life of a well. Select currently provides services to exploration and production companies and oilfield service companies operating in all the major shale and producing basins in the United States. For more information, please visit Select's website, http://www.selectenergyservices.com.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as "expect," "will," "estimate" and other similar expressions. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Factors that could materially impact such forward-looking statements include, but are not limited to, the factors discussed or referenced in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2018 and in any subsequently filed quarterly reports on Form 10-Q or current reports on Form 8-K. Investors should not place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

WTTR-ER

Contacts:

Select Energy Services 


Chris George - VP, Investor Relations & Treasurer


(713) 296-1073


IR@selectenergyservices.com




Dennard Lascar Investor Relations


Ken Dennard / Lisa Elliott


713-529-6600


WTTR@dennardlascar.com