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): May 6, 2020
Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-32693
54-2091194
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
801 Cherry Street, Suite 2100
 
Fort Worth, Texas
76102
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (817) 334-4100
Not Applicable
(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:
☐ 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
Name of each exchange on which registered
Common stock, $0.01 par value per share*
BASX*
The OTCQX Best Market*

* Until December 2, 2019, Basic Energy Services, Inc.’s common stock traded on the New York Stock Exchange under the symbol “BAS”. On December 3, 2019, Basic Energy Service, Inc.’s common stock began trading on the OTCQX® Best Market tier of the OTC Markets Group Inc. Deregistration under Section 12(b) of the Act became effective on March 16, 2020.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2020, at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of Basic Energy Services, Inc. (the “Company”), the Company’s stockholders (the “Stockholders”) approved the proposals to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) increase the number of authorized shares of common stock, par value $0.01 per share, of the Company from 80,000,000 shares to 198,805,000 shares and (ii) permit Stockholders to act by written consent (together, the “Amendments”). The Amendments were described in the definitive proxy statement on Schedule 14A delivered to the Stockholders in connection with the 2020 Annual Meeting and filed with the Securities and Exchange Commission on April 6, 2020, and such descriptions are incorporated by reference into this Current Report on Form 8-K. The Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendments, and it became effective on May 7, 2020.
The above description is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company’s Certificate of Incorporation, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 6, 2020, the Company held its 2020 Annual Meeting virtually due to the COVID-19 pandemic and related governmental directives. Stockholders representing 19,449,872 shares of the common stock of the Company, or 78.32% of the issued and outstanding shares of the common stock of the Company and 118,805 shares of the Series A Participating Preferred Stock of the Company, or 100% of the issued and outstanding shares of the Series A Participating Preferred Stock of the Company, entitled to vote as of the record date, March 25, 2020, were represented at the 2020 Annual Meeting either virtually or by proxy.
The matters proposed to the Stockholders for a vote were: (i) the election of three Class I directors to serve a three-year term; (ii) the approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock; (iii) the approval of an amendment to the Company’s Certificate of Incorporation to permit Stockholders to act by written consent; (iv) the approval, on a non-binding advisory basis, of the Company’s named executive officer compensation; (v) the ratification of KPMG LLP as the Company’s independent auditor; and (vi) the approval of a grant of discretionary authority to the chairman of the 2020 Annual Meeting to adjourn the 2020 Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the 2020 Annual Meeting to approve any of Proposals (i)-(v).
The final voting results of the 2020 Annual Meeting are set forth below.
Proposal One
Each of the director nominees was elected to the Board to serve as a Class I director until the 2023 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified. The three persons named below received the greatest number of votes cast in the election of directors, and the number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis) received by each such person is set forth opposite his name below:
Nominees
Votes For
Votes Withheld
Broker Non-Votes
Julio M. Quintana
127,604,279
747,003
9,903,590
Keith L. Schilling
127,225,346
1,125,936
9,903,590
Lawrence First
127,145,898
1,205,384
9,903,590

Proposal Two
The proposal to approve the Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis) and shares of common stock, voting separately:





 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Common stock and Series A Participating Preferred Stock, voting together as a single class
135,610,739
2,638,702
5,431
—
Holders of shares of common stock, voting separately
16,805,739
2,638,702
5,431
—

Proposal Three
The proposal to approve the Amendment to the Company’s Certificate of Incorporation to permit Stockholders to act by written consent was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):
Votes For
Votes Against
Abstentions
Broker Non-Votes
127,367,106
958,638
25,538
9,903,590

Proposal Four
The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):
Votes For
Votes Against
Abstentions
Broker Non-Votes
127,337,008
1,003,767
10,507
9,903,590

Proposal Five
The proposal to ratify the Company’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):
Votes For
Votes Against
Abstentions
Broker Non-Votes
137,522,095
728,173
4,604
—

Proposal Six
The proposal to grant discretionary authority to the chairman of the 2020 Annual Meeting to adjourn the 2020 Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the 2020 Annual Meeting to approve any of Proposals 1-5 was approved by the following number of votes (including shares of Series A Participating Preferred Stock, on an as-converted basis):
Votes For
Votes Against
Abstentions
Broker Non-Votes
135,222,131
2,928,376
104,365
—
No other business properly came before the 2020 Annual Meeting.
Item 9.01 Financial Statements and 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.


 
Basic Energy Services, Inc.
 
 
 
Date: May 11, 2020
By:
/s/ David S. Schorlemer
 
Name:
David S. Schorlemer
 
Title:
Senior Vice President, Chief Financial Officer,
 
 
Treasurer and Secretary (Principal Financial
 
 
Officer and Principal Accounting Officer)





Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BASIC ENERGY SERVICES, INC.
Basic Energy Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows pursuant to Section 242 of the DGCL:
FIRST: This Certificate of Amendment amends the Second Amended and Restated Certificate of Incorporation of the Corporation filed in the Office of the Secretary of State of the State of Delaware on December 23, 2016 (the “Certificate of Incorporation”).
SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions setting forth amendments to the Certificate of Incorporation of the Corporation to (i) increase the total number of authorized shares of Common Stock of the Corporation and (ii) permit stockholder action by written consent, and declaring said amendments to be advisable and in the best interests of the Corporation, as follows:
RESOLVED, that the first sentence of Article FOURTH of the Corporation’s Certificate of Incorporation, as amended, be, and hereby is, amended to read as follows:
“FOURTH: The total number of shares of capital stock of the Corporation shall be 203,805,000, which shall consist of 5,000,000 shares of Preferred Stock, par value of $0.01 per share, and 198,805,000 shares of Common Stock, par value of $0.01 per share.”
RESOLVED, that Article NINTH of the Corporation’s Certificate of Incorporation, as amended, be, and hereby is, amended to read as follows:
“NINTH: Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted.”
THIRD: That at the 2020 Annual Meeting of the Stockholders held on May 6, 2020 (i) both of the foregoing amendments were duly approved by more than a majority of voting power of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation and Preferred Stock, par value $0.01 per share, of the Corporation, voting together as one class, and (ii) the foregoing amendment to Article FOURTH was duly approved by a majority of voting power of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation, voting separately, in accordance with Section 242 of the DGCL.
FOURTH: The foregoing amendments shall be effective as of 5:00 p.m., Eastern Time, on the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
FIFTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
[Signature Page Follows]
 









IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officer this 6th day of May, 2020.
BASIC ENERGY SERVICES, INC.
By:
/s/ David S. Schorlemer
Name:
David S. Schorlemer
Title:
Senior Vice President, Chief Financial Officer,
 
Treasurer and Secretary