false0001688476 0001688476 2020-03-20 2020-03-20


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): March 20, 2020
  
 
 
 
 
 
NexTier Oilfield Solutions 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)
 
 
 
 
3990 Rogerdale Rd.
 
 
Houston,
Texas
 
77042
(Address of principal executive offices)
 
(Zip Code)
(713) 325-6000
(Registrant’s telephone number, including area code)

n/a
(Former name or former address, if changed since last report)
 
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
NEX
New York Stock Exchange

 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.  ☐





Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 20, 2020, NexTier Oilfield Solutions Inc. (the “Company”) appointed Phung Ngo-Burns as Chief Accounting Officer of the Company. Due to current market conditions, in addition to the role of Chief Accounting Officer, Ms. Ngo-Burns will take an expanded role and will be responsible for treasury, tax, finance and business system integration, as well as oversight on the company’s financial transactional services activities. Ms. Ngo-Burns replaces Michael Galvan, who departed the Company from his role as Chief Accounting Officer of the Company effective as of March 20, 2020, to pursue other opportunities.

Ms. Ngo-Burns, age 54, served as Vice President - Integration at the Company since October 2019, and previously served the Company as Chief Accounting Officer since 2017. Prior to joining the Company, Ms. Ngo-Burns served as Senior Director with Alvarez and Marsal since 2012. From 2002 to 2012, Ms. Ngo-Burns served as Chief Financial Officer of Ability Holdings, Inc. and held several executive roles in the finance department of ExpressJet Holdings, Inc., including as Executive Vice President and Chief Financial Officer. Ms. Ngo-Burns brings nearly 30 years of accounting experience to the Company and holds an M.B.A. from the University of Houston and a B.S. in Business and Accounting from Oklahoma State University.
 
In connection with Ms. Ngo-Burns appointment as the Company’s Chief Accounting Officer, the Compensation Committee of the Board approved an amendment to Ms. Ngo-Burns’ existing employment agreement to provide for the title change and an increase in Ms. Ngo-Burns base salary to $300,000 per year. Ms. Ngo-Burns was already eligible under her employment agreement to receive a target short term incentive award equal to 60% of Ms. Ngo-Burns’ base salary and a target long-term incentive award programs generally offered by the Company to employees in roles with similar levels of responsibility.

The foregoing summary of the amendments to Ms. Ngo-Burns’ employment agreement is qualified in its entirety by the provisions of her amended and restated employment agreement, which is incorporated by reference to Exhibit 10.1 to this Form 8-K.

In addition to the compensation that Ms. Ngo-Burns will receive as Chief Accounting Officer, Ms. Ngo-Burns has entered into the Company's standard form of indemnification agreement. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.6 to the Company's Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission on December 14, 2016, as subsequently amended.

There are no arrangements or understandings between Ms. Ngo-Burns and any other persons pursuant to which she was appointed as the Chief Accounting Officer of the Company, and Ms. Ngo-Burns has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Ngo-Burns does not have a familial relationship with any member of the board of directors or any executive officer of the Company.

In connection with the termination of his employment agreement, Mr. Galvan, is entitled to receive the termination payments and equity vesting described in his employment agreement for termination without cause during a “protected period”, which, with respect to certain provisions, will require his entry into a release agreement during the time period specified in his employment agreement. Mr. Galvan's separation from the Company is not the result of any issue, concern or disagreement with the Company's accounting, financial reporting or internal control over financial reporting.


Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

The following exhibits are being provided as part of this report:





 
 
 
Exhibit
No.
  
Description
 
 
  
Employment Agreement, dated February 20, 2017, by and between KGH Intermediate Holdco II, LLC and Phung Ngo-Burns (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2017).

 
Amendment to Employment Agreement, dated March 20, 2020.






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.
 
 
 
 
 
 
 
Date: March 23, 2020
 
 
 
NEXTIER OILFIELD SOLUTIONS INC
 
 
 
 
 
 
 
 
By:
 
/s/ Kevin McDonald
 
 
 
 
Name:
 
Kevin McDonald
 
 
 
 
Title:
 
Executive Vice President, Chief Administrative Officer & General Counsel
 
 
 
 
 
 
 
 
 
 
 




Exhibit 10.2

AMENDMENT TO
EMPLOYMENT AGREEMENT
This AMENDMENT (this “Amendment”), dated March 20, 2020 (the “Effective Date”), to the Employment Agreement, dated February 20, 2017 (the “Employment Agreement”), between KGH Intermediate Holdco II, LLC (the “Company”), and Phung Ngo-Burns, an individual (the “Employee”), is made and entered into by and among the Company and the Employee (each a “Party” and collectively the “Parties”).
WHEREAS, the Parties desire to amend the Employment Agreement to provide for Compensation Committee evaluation and adjustment from time to time of salary, similar to comparable NexTier executives; and
WHEREAS, the Parties desire to amend the Employment Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the Parties hereby agree as follows:
1.
Effective as of the Effective Date, a new sentence is added to the end of Section 3(a) to read as follows:
“The Base Salary will be subject to review at least annually by the Compensation Committee for increase, but not decrease below the amount set forth in this Section 3(a).”
2.
Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Employment Agreement shall have the meanings assigned to such terms in the Employment Agreement. Except as specifically provided for in this Amendment, all terms and conditions of the Employment Agreement shall continue in full force and effect. This Amendment and the Employment Agreement shall be read and construed as one instrument. From and after the Effective Date, each reference in the Employment Agreement, including the schedules and exhibits thereto and the other documents delivered in connection therewith, to the “Employment Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Employment Agreement as amended by the Amendment. The provisions set forth in Section 9. Other Provisions of the Employment Agreement shall apply to this Amendment or as applicable, the Employment Agreement as amended by this Amendment, mutatis mutandis.
3.
This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. By signing where indicated below you agree to the terms and conditions hereof.

[Signatures on Next Page]

 
 
Phung Ngo-Burns
 
 
 
 /s/ Phung Ngo-Burns
 
 
 
 
 
KGH Intermediate Holdco II, LLC
 
 
 
 
By:
/s/ Kenneth Pucheu
Name:
Kenneth Pucheu
Title:
Chief Financial Officer
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.