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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):
January 3, 2021
SELECT ENERGY SERVICES, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38066
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81-4561945
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Ticker
symbol(s)
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Name of each exchange on which
registered
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Class A common stock, $0.01 par value
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WTTR
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New York Stock Exchange
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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 1.02. Termination of a Material Definitive Agreement.
The information regarding the termination
of the Employment Agreement of Holli C. Ladhani set forth in Item 5.02 below is incorporated by reference into this Item 1.02.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John D.
Schmitz
On January 3,
2021, John D. Schmitz was appointed as Chief Executive Officer and President of Select Energy Services, Inc. (the “Company”).
In connection with such appointments, Mr. Schmitz will remain a director and Chairman of the board of directors of the Company
(the “Board”).
There are no arrangements
or understandings between Mr. Schmitz and any other persons pursuant to which he was selected to serve as the Company’s Chief
Executive Officer and President. There are no family relationships between Mr. Schmitz and any director or executive officer of
the Company. The information required by Items 401(b), (d), (e) and 404(a) of Regulation S-K with respect to Mr. Schmitz is set
forth in the Company’s Definitive Proxy Statement on Schedule 14A filed on March 27, 2020.
Mr. Schmitz will
receive an annualized base compensation of $600,000. Other short-term incentive and long-term incentive awards will be determined
by the Compensation Committee of the Board.
Holli C.
Ladhani
On January 4,
2021, the Company announced that Holli C. Ladhani has departed the Company and will no longer serve as the Chief Executive Officer
and President of the Company, or a member of the Board, effective January 3, 2021 (the “Separation Date”). Ms. Ladhani’s
departure from the Company was not the result of any disagreement with the Company on any matter related to the Company’s
operations, policies or practices.
Ms. Ladhani
is eligible to receive the severance payments and benefits set forth in Section 7.1(b) of the Employment Agreement dated as
of June 1, 2011 by and between Ms. Ladhani and Rockwater Energy Solutions, LLC, f/k/a Rockwater Energy Solutions, Inc.
(“Rockwater”), which Employment Agreement was assigned by Rockwater to Select Energy Services, LLC pursuant to
that certain First Amendment to Employment Agreement effective as of February 21, 2020 (the “First Amendment”),
and which Employment Agreement was further amended by that certain letter agreement executed by Ms. Ladhani and dated May 15,
2020 (such Employment Agreement, as amended by the First Amendment and such letter agreement, the “Employment
Agreement”). So long as Ms. Ladhani timely signs and returns (and does not exercise her revocation right set forth
within) a release agreement substantially in the form of the Release Agreement contained as Appendix B to the Employment
Agreement which was filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018,
filed with the Securities and Exchange Commission on March 1, 2019, then Ms. Ladhani shall receive:
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A severance payment equal to $3,225,000, less applicable taxes and withholdings (the “Separation
Payment”), which Separation Payment will be paid in a lump sum on the date that is 60 days after the Separation Date;
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A pro rata bonus payment for 2021, if any, to which she is entitled pursuant to the terms of Section
7.1(b)(A) of the Employment Agreement, which payment, if any, will be paid at the time set forth in Section 7.1(b)(A) of the Employment
Agreement; and
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During the portion, if any, of the eighteen (18)-month period following the Separation Date (the
“Reimbursement Period”) that Ms. Ladhani elects to continue coverage for herself and her spouse and eligible dependents,
if any, under the Select Energy Services, LLC group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended, Select Energy Services, LLC shall promptly reimburse or cause to be reimbursed to Ms. Ladhani on a monthly basis for
the difference between the amount she pays to effect and continue such coverage and the employee contribution amount that active
senior executive employees of the company pay for the same or similar coverage under such group health plans.
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Item 7.01.
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Regulation FD Disclosure.
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On January 4,
2021, the Company issued a press release announcing the management changes described in this Current Report on Form 8-K. 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
contained 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 shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: January 4, 2021
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SELECT ENERGY SERVICES, INC.
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By:
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/s/ Adam R. Law
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Adam R. Law
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Senior Vice President, General Counsel & Corporate Secretary
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Exhibit 99.1
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Contacts:
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Select Energy Services
Chris George - VP, Investor Relations & Treasurer
(713) 296-1073
IR@selectenergyservices.com
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Dennard Lascar Investor Relations
Ken Dennard / Lisa Elliott
713-529-6600
WTTR@dennardlascar.com
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SELECT ENERGY SERVICES ANNOUNCES CEO
TRANSITION
HOUSTON, TX – January 4, 2021
– 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 the Board of Directors
has appointed John D. Schmitz as the Chief Executive Officer and President of the Company effective January 3, 2021. Mr. Schmitz
will continue to serve as Chairman of the Board of the Company. Holli C. Ladhani, the former Chief Executive Officer and President
of the Company, has departed the Company effective January 3, 2021 to pursue other opportunities. As a result of her departure
from the Company, Ms. Ladhani will no longer serve as a director on the Board of Directors or in any other capacity with Select
Energy Services or any of its affiliated entities.
Mr. Schmitz has served as
Chairman of the Board since December 31, 2019, and previously served as Executive Chairman from November 2017 until
December 31, 2019. Prior to the Company’s combination with Rockwater Energy Solutions, Inc., Mr. Schmitz
served as the Chief Executive Officer and Chairman from November 2016 through November 2017 and served as the Chief
Executive Officer and Chairman of Select and predecessor entities since the Company was originally founded as Peak Oilfield
Services, LLC and began operations in 2007. Under Mr. Schmitz’s leadership, Select has experienced significant
growth and transformation, both organically and through strategic acquisitions of oilfield services companies and
technologies. A lifelong entrepreneur, Mr. Schmitz has also founded and developed numerous other successful oil and gas
businesses, including Silver Creek Oil & Gas, Complete Production Services and CP Energy.
Mr. Schmitz, the Chief Executive
Officer and Chairman of the Board, stated, “I am excited to assume this executive leadership position with Select. I
have a long history with Select and look forward to working closely with our management team, customers and other
stakeholders to navigate the current industry downturn and position Select for future success as the effects of the COVID-19
pandemic hopefully subside during 2021. On behalf of the Board of Directors, we would like to thank Holli for her service and
contributions to the Company over the past several years and wish her well in her future endeavors.”
Ms. Ladhani said, “It has
been my privilege to work with the Select and Rockwater teams over the past ten years. I would like to thank them and wish
Select all the best going forward.”
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 “believe,” “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, 2019, our subsequently filed Quarterly Reports on Form 10-Q and those set forth from
time to time in our other filings with the SEC. 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.
