ECO-STIM ENERGY SOLUTIONS, INC. (NASDAQ:ESES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2017, Messrs. Andrew Colvin and David Proman advised Eco-Stim Energy Solutions, Inc. (the “Company”) that each would resign as a member of the Board of Directors of the Company (the “Board”), effective immediately. Mr. Proman served on the Nominating and Governance Committee of the Board. Messrs. Colvin’s and Proman’s resignations were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Effective as of October 13, 2017, in connection with the acceptance of the resignations of Messrs. Colvin and Proman and to the Company’s Second Amended and Restated Bylaws, the Board appointed Brian R. Stewart and Todd R. Snyder to serve on the Board each as a director of the Company, filling the vacancies created by the resignations of Messrs. Colvin and Proman.
The Board expects to grant to each of Messrs. Stewart and Snyder, as soon as reasonably practicable, an award of restricted stock units under the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, as amended from time to time, with an aggregate fair market value of at least $100,000 on the date(s) of grant. In addition, Messrs. Stewart and Snyder will each receive an annual cash retainer of $50,000, payable quarterly in arrears for service on the Board.
Brian R. Stewart. Brian R. Stewart retired from Devon Energy Corporation (“Devon”) in June 2012 after 35 years of service. During a portion of his tenure, he served as Devon’s Chief Engineer responsible for the development and integration of company-wide best practices for horizontal drilling, frac design, and well control. During his last five years at Devon, Mr. Stewart served as the Vice President of Well Engineering for the Offshore Division. Beginning in June 2012 following his retirement from Devon, Mr. Stewart served as President and Chief Executive Officer of U.S. Well Services (“USWS”), a provider of fracturing services in the Appalachian Basin (Marcellus and Utica Shales). Mr. Stewart retired from the day to day operations of USWS on December 31, 2015 but remained on USWS’s Board of Directors until it was recapitalized in February 2017. Mr. Stewart received a BS degree in Petroleum Engineering from Louisiana State University and a MS degree in Engineering Management from the University of Southwestern Louisiana (now UL-Lafayette).
Todd R. Snyder. Mr. Todd R. Snyder is an Executive Vice Chairman of Rothschild & Co., a leading international investment banking and financial advisory firm. Mr. Snyder has also served as a director of Midstates Petroleum Company, Inc. (“Midstates Petroleum”) since October 2016. Before joining Rothschild in March 2000, Mr. Snyder was a Managing Director at Peter J. Solomon Company. Prior to joining Peter J. Solomon Company, Mr. Snyder was a Managing Director at KPMG Peat Marwick in the Corporate Recovery group where he was also National Director of the Corporate Recovery Practice for Government Enterprises (regulated and privatizing industries). Prior to his move to investment banking, Mr. Snyder practiced law at Weil, Gotshal & Manges. Mr. Snyder received a B.A. degree from Wesleyan University and a J.D. from the University of Pennsylvania Law School.
The Stockholder Rights Agreement between the Company and certain of its investors provides funds affiliated with Fir Tree Inc. the contractual right to nominate three members of the Board. Messrs. Stewart and Snyder were nominated for appointment to the Board by funds affiliated with Fir Tree Inc. to the Stockholder Rights Agreement to fill the vacancies created by the resignations of Messrs. Colvin and Proman. There are no other understandings or arrangements between Messrs. Stewart and Snyder and any other person to which each of Messrs. Stewart and Snyder was selected to serve as a director of the Board. There are no relationships between Mr. Stewart and the Company or any of its subsidiaries that would require disclosure to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. Mr. Snyder serves as a director of Midstates Petroleum. Midstates Petroleum is a current customer of the Company and accounted for approximately $3.1 million of the Company’s revenue for the six months ended June 30, 2017.
On October 13, 2017, the Company, with the approval of its Board of Directors, entered into an indemnification agreement with each of Messrs. Stewart and Snyder (the “Indemnification Agreement”) in connection with each appointment to serve as a member of the Board. This agreement generally requires the Company to indemnify each of Messrs. Stewart and Snyder to the fullest extent permitted by applicable law against liability that may arise by reason of his service to the Company and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified. The Indemnification Agreement is in substantially the form provided as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
About ECO-STIM ENERGY SOLUTIONS, INC. (NASDAQ:ESES)
Eco-Stim Energy Solutions, Inc. is an oilfield services company. The Company provides well stimulation, coiled tubing and field management services to the upstream oil and gas industry. The Company focuses on the active shale and unconventional oil and natural gas basins outside the United States and it has commenced operations in Argentina. The Company operates well stimulation fleets, coiled tubing units and other downhole completion equipment, as well as provides sweet spot analysis in shale resource basins using geophysical predictive modeling combined with real-time feedback from down-hole diagnostic tools. The Company offers a pumping fleet, including well-stimulation pumps, nitrogen pumping units and cranes, in both trailer-mounted and skid-mounted configurations. It provides a range of pressure-pumping services, including work-over pumping, well injection and wireline pump downs.
