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 50% 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:

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:

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):

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):

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):

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):

No other business properly came before the 2020 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

BASIC ENERGY SERVICES, INC. Exhibit
EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTTOSECOND AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFBASIC ENERGY SERVICES,…
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About Basic Energy Services, Inc. (NYSE:BAS)

Basic Energy Services, Inc. provides a range of well site services in the United States to oil and natural gas drilling and producing companies, including completion and remedial services, fluid services, well servicing and contract drilling. The Company operates through the segment, which include Completion and Remedial Services, Fluid Services, Well Servicing and Contract Drilling. The Company’s operations are managed regionally and are concentrated in the United States onshore oil and natural gas producing regions located in Texas, New Mexico, Oklahoma, Arkansas, Kansas, Louisiana, Wyoming, North Dakota, Colorado, Utah, Montana, West Virginia, California, Ohio and Pennsylvania. Its operations are focused on liquids-rich basins, as well as natural gas-focused shale plays characterized by prolific reserves. It has a presence in the Permian Basin and the Bakken, Eagle Ford, Haynesville and Marcellus shales.