May 9, 20230001121484false00011214842023-05-092023-05-09

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): May 9, 2023

Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1633776-0476605
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareOISNew York Stock Exchange

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. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of Oil States International, Inc. (the "Company") was held on May 9, 2023 (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company (i) elected two Class I members to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders, (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, (iii) approved, on an advisory basis, annual frequency for future advisory votes on the compensation of the Company's named executive officers, (iv) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, and (v) approved the Amended and Restated Certificate of Incorporation. The voting results for each proposal were as follows:
1.    To elect two Class I members to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders:
ForWithheldBroker Non-Votes
Lawrence R. Dickerson48,719,6153,523,6624,522,424
Cindy B. Taylor51,126,3921,116,8854,522,424
2.    To approve, on an advisory basis, the compensation of the Company's named executive officers:
ForAgainstAbstainBroker Non-Votes
49,485,0542,746,58211,6414,522,424
3.    To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers:
Every One YearEvery Two YearsEvery Three YearsAbstain
49,307,8994,2982,929,1801,900
In accordance with these results and the recommendation of the Company' Board of Directors (as set forth in the definitive proxy statement for the Annual Meeting), the Company' Board of Directors has determined that an advisory vote to approve the compensation of the Company's named executive officers will be conducted every year until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company's named executive officers.
4.    To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
ForAgainstAbstain
55,405,5851,340,35919,757
5.    To approve the Amended and Restated Certificate of Incorporation:
ForAgainstAbstainBroker Non-Votes
42,141,37910,011,71290,1864,522,424



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:May 9, 2023By:/s/  LLOYD A. HAJDIK
Lloyd A. Hajdik
Executive Vice President, Chief Financial Officer & Treasurer

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