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): July 16, 2019 (July 12, 2019)
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-16337 | 76-0476605 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002
Registrant’s telephone number, including area code: (713) 652-0582
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))
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(s) | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | OIS | New York Stock Exchange | ||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2019, the board of directors (the “Board”) of Oil States International, Inc. (the “Company”) elected Hallie A. Vanderhider as a member of the Board to fill a vacancy. Ms. Vanderhider has been appointed as a Class III Director with an initial term expiring at the Company’s annual meeting of stockholders in May 2022. The Company released a press release announcing the election of Ms. Vanderhider and appointment to the Company's Audit Committee, which is attached hereto as Exhibit 99.1.
Ms. Vanderhider is currently Managing Director with SFC Energy Partners, a private equity firm headquartered in Denver. Prior to joining SFC Energy Partners, Hallie served as Managing Partner of Catalyst Partners LLC, a merchant banking firm providing financial advisory and capital services to the energy and technology sectors. She served for ten years as President, Chief Operating Officer and member of the board of Black Stone Minerals Company, L.P., where prior to becoming President in 2007, she served as Executive Vice President and Chief Financial Officer. Prior to Black Stone, Hallie served as Chief Financial Officer for EnCap Investments. Before joining EnCap, Ms. Vanderhider served as Chief Accounting Officer of Damson Oil Corp. Ms. Vanderhider is presently a member of the Board of Directors of Noble Midstream Partners LP and EQT Corporation.
The Board has determined that Ms. Vanderhider qualifies as an independent director and meets the independence requirements under Section 303A.02 of the New York Stock Exchange Listed Company Manual. Additionally, the Board has determined that Ms. Vanderhider qualifies as a financial expert under the applicable Securities and Exchange Commission regulations, and satisfies NYSE requirements for accounting or related financial management expertise.
There are no understandings or arrangements between Ms. Vanderhider and any other person pursuant to which Ms. Vanderhider was selected to serve as a director of the Board. There are no relationships between Ms. Vanderhider and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S‑K or Rule 10A‑3 under the Securities Exchange Act of 1934, as amended.
Ms. Vanderhider will receive compensation for her services as director consistent with that provided to other non-management directors, as described the Company’s Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
OIL STATES INTERNATIONAL, INC. | ||||
(Registrant) | ||||
Date: | July 16, 2019 | By: | /s/ LLOYD A. HAJDIK | |
Lloyd A. Hajdik | ||||
Executive Vice President, Chief Financial Officer & Treasurer | ||||
EXHIBIT 99.1
Oil States Adds Hallie A. Vanderhider to its Board
HOUSTON, July 16 – Oil States International, Inc. (NYSE:OIS) announced today that its Board of Directors elected Hallie A. Vanderhider as a member of its Board of Directors. Ms. Vanderhider has been appointed as a Class III Director with an initial term expiring in May 2022 and will serve on the Company's Audit Committee.
“On behalf of our Board of Directors, I’m very pleased to welcome Hallie to Oil States. Hallie brings extensive energy industry experience and skills to our Board, which will provide us with meaningful benefits as we navigate the changing energy landscape and focus on our long-term growth and success," said Cindy B. Taylor, Oil States' President and Chief Executive Officer.
About Hallie A. Vanderhider
Ms. Vanderhider is currently Managing Director with SFC Energy Partners, a private equity firm headquartered in Denver. Prior to joining SFC Energy Partners, Hallie served as Managing Partner of Catalyst Partners LLC, a merchant banking firm providing financial advisory and capital services to the energy and technology sectors. She served for ten years as President, Chief Operating Officer and member of the board of Black Stone Minerals Company, L.P., where prior to becoming President in 2007, she served as Executive Vice President and Chief Financial Officer. Prior to Black Stone, Hallie served as Chief Financial Officer for EnCap Investments. Before joining EnCap, Ms. Vanderhider served as Chief Accounting Officer of Damson Oil Corp. Ms. Vanderhider is presently a member of the Board of Directors of Noble Midstream Partners LP and EQT Corporation.
About Oil States
Oil States International, Inc. is a global oilfield products and services company serving the drilling, completion, subsea, production and infrastructure sectors of the oil and gas industry. The Company’s manufactured products include highly engineered capital equipment as well as products consumed in the drilling, well construction and production of oil and gas. The Company is also a leading researcher, developer and manufacturer of engineered solutions to connect the wellbore with the formation in oil and gas well completions. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange under the symbol “OIS”.
For more information on the Company, please visit Oil States International, Inc.’s website at www.oilstatesintl.com.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the level of supply of and demand for oil and natural gas, fluctuations in the prices therefor and the cyclical nature of the oil and natural gas industry and the other risks associated with the general nature of the energy service industry discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, Periodic Reports on Form 8‑K and Quarterly Reports on Form 10‑Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
Company Contacts:
Lloyd A. Hajdik
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
713-652-0582
Patricia Gil
Oil States International, Inc.
Director, Investor Relations
713-470-4860