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 9, 2019
 
 
 
 
 
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-37988
 
38-4016639
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification Number)
1800 Post Oak Boulevard, Houston, Texas
 
77056
(Address of principal executive offices)
 
(Zip Code)
(713) 960-0381
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 (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))

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.  [ ]

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
FRAC
New York Stock Exchange




Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2019, Keane Group, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”) in The Woodlands, Texas. A total of 100,519,466 shares, or approximately 95.95% of the Company’s outstanding shares of common stock, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (i) to elect twelve nominees for director to serve until the Company’s 2020 annual meeting of stockholders (“Proposal 1”), (ii) to ratify the selection by the Audit and Risk Committee of the Board of Directors of the Company of KPMG LLP as the independent auditors of the Company for 2019 (“Proposal 2”), (iii) to approve, in an advisory capacity, the compensation of the Company’s named executive officers (“Proposal 3”), and (iv) to approve an amendment to the Company's Equity and Incentive Award Plan (“Proposal 4”). The final results of the voting of each proposal are set forth below.

Proposal 1 - Election of Directors.

The Company’s stockholders approved Proposal 1. The votes cast were as follows:
Name of Nominee
For
Against
Abstain
Broker Non-Votes
James C. Stewart
70,434,220
26,483,559
4,096
3,597,591
Marc G.R. Edwards
82,433,286
14,483,228
5,361
3,597,591
Lucas N. Batzer
75,288,550
21,627,964
5,361
3,597,591
Robert W. Drummond
72,061,452
24,855,561
4,862
3,597,591
Dale M. Dusterhoft
60,120,072
36,795,942
5,861
3,597,591
Christian A. Garcia
83,203,227
13,713,269
5,379
3,597,591
Lisa A. Gray
68,374,034
28,542,480
5,361
3,597,591
Gary M. Halverson
83,175,025
13,741,489
5,361
3,597,591
Shawn Keane
70,374,235
26,542,821
4,819
3,597,591
Elmer D. Reed
91,891,677
5,024,837
5,361
3,597,591
Lenard B. Tessler
70,367,349
26,549,147
5,379
3,597,591
Scott Wille
70,367,942
26,548,572
5,361
3,597,591

Proposal 2 - Ratify Appointment of Independent Auditors and Authorize Auditors’ Remuneration.

The Company’s stockholders approved Proposal 2. The votes cast were as follows:
For
Against
Abstain
Broker Non-Votes
100,241,965
268,208
9,293
—

Proposal 3 - Advisory Approval of Executive Compensation.

The Company’s stockholders approved Proposal 3. The votes cast were as follows:
For
Against
Abstain
Broker Non-Votes
94,834,856
2,039,348
47,671
3,597,591

Proposal 4 - Vote on the Frequency of Say on Executive Pay.

For
Against
Abstain
Broker Non-Votes
94,301,667
2,571,242
48,966
3,597,591








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.


 
 
 
 
 
 
 
 
 
 
 
KEANE GROUP, INC.
 
 
 
 
Date: May 13, 2019
 
 
 
By:
 
/s/ Kevin M. McDonald
 
 
 
 
Name:
 
Kevin M. McDonald
 
 
 
 
Title:
 
Executive Vice President, General Counsel
 
 
 
 
 
 
and Secretary