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
June 11, 2020
Date of Report (Date of earliest event reported)
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-38071 |
46-1527455 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
19350 State Highway 249, Suite 600
Houston, Texas 77070
(Address of principal executive offices) (Zip code)
(281) 453-2222
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
NCSM |
NASDAQ Global Select Market |
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).
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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 5.07Submission of Matters to a Vote of Security Holders.
On June 11, 2020, NCS Multistage Holdings, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Three items of business were acted upon by stockholders at the Annual Meeting: (1) the election of three Class III Directors nominated by the Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, (2) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and (3) approve the amended and restated 2017 Equity Incentive Plan. Total votes eligible to be cast at the Annual Meeting as of the April 14, 2020 record date were 47,166,089, of which 41,994,694 votes were cast in person or by proxy, consisting of approximately 89.0% of the total eligible votes to be cast.
The voting results are as follows:
Proposal 1 — Election of Directors
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Broker |
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Names |
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For |
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Withheld |
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Non-Votes |
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W. Matt Ralls |
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36,148,156 |
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3,703,069 |
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2,143,469 |
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John Deane |
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35,581,133 |
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4,270,092 |
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2,143,469 |
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Marty Stromquist |
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36,618,535 |
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3,232,690 |
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2,143,469 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
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For |
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41,925,254 |
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Against |
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37,460 |
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Abstentions |
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31,980 |
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Broker Non-Votes |
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— |
Proposal 3 — Approve the amended and restated 2017 Equity Incentive Plan
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For |
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37,231,992 |
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Against |
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2,619,118 |
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Abstentions |
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115 |
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Broker Non-Votes |
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2,143,469 |
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.
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Date: June 22, 2020 |
NCS Multistage Holdings, Inc. |
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By: |
/s/ Ryan Hummer |
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Ryan Hummer |
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Chief Financial Officer and Treasurer |