SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
Date of Report (Date of earliest event reported): July 2, 2020
Mammoth Energy Services, Inc.
(Exact name of registrant as specified in its charter)
(Commission File No.)
|(State or other jurisdiction of incorporation or organization)||(I.R.S. Employer Identification No.)|
|14201 Caliber Drive,||Suite 300|
|(Address of principal executive offices)||(Registrant’s telephone number, including area code)||(Zip 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:
¨ 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))
|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||TUSK||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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(s) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 2, 2020, Mammoth Energy Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was held at 14201 Caliber Drive, Suite 300, Oklahoma City, Oklahoma. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2020. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions, and broker non-votes, if applicable, with respect to each matter.
Arthur Amron, Arty Straehla, James Palm, Arthur Smith and Paul Jacobi were elected to serve as the Company’s directors until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until their earlier death, resignation or removal. The results of the vote on Proposal 1 were as follows:
|Name of Nominee||For||Against||Abstain||Non-Votes|
|Arthur Amron||24,699,119 || ||1,469,344 || ||19,615 || ||6,572,885 || |
|Arty Straehla||24,966,401 || ||1,204,564 || ||17,113 || ||6,572,885 || |
|James Palm||23,621,247 || ||2,546,945 || ||19,886 || ||6,572,885 || |
|Arthur Smith||23,805,387 || ||2,364,176 || ||18,515 || ||6,572,885 || |
|Paul Jacobi||24,654,052 || ||1,513,827 || ||20,199 || ||6,572,885 || |
The Company's stockholders approved an amendment to the Company's 2016 Equity Incentive Plan, effective March 1, 2020, to (i) increase the maximum aggregate number of shares included in awards that may be granted to any individual plan participant in any given calendar year, and (ii) impose a limit on the aggregate fair market value of shares included in the awards to such plan participant during such calendar year. The results of the vote on Proposal 2 were as follows:
|25,833,248 || ||335,883 || ||18,947 || ||6,572,885 || |
The Company's stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers. The results of the vote on Proposal 3 were as follows:
|25,442,668 || ||701,055 || ||44,355 || ||6,572,885 || |
The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020 was ratified. The results of the vote on Proposal 4 were as follows:
|32,505,029 || ||233,930 || ||22,004 || ||— || |
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 thereunto duly authorized.
|MAMMOTH ENERGY SERVICES, INC.|
|Date:||July 2, 2020||By:||/s/ Mark Layton|
|Chief Financial Officer and Secretary|