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 8, 2024
SELECT WATER SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38066
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81-4561945
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1233 West Loop South, Suite 1400
Houston, TX 77027
(Address of Principal Executive Offices)
(713) 235-9500
(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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
registered
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Class A common stock, $0.01 par value
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WTTR
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New York Stock Exchange
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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.
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The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Select Water Solutions, Inc. (the “Company” or “Select”) was held on May 8, 2024. At the Annual
Meeting, 101,567,714 shares of the Company’s common stock, par value $0.01 per share, or approximately 85.39%, of the 118,936,872 issued and outstanding ordinary shares entitled to vote at the Annual Meeting were present in person or by proxies.
The final results of the voting on each matter of business at the Annual Meeting are as follows:
Proposal 1 – Election of Directors.
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NOMINEES
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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Gayle L. Burleson
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91,619,615
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--
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473,298
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9,474,801
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Richard A. Burnett
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91,472,370
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--
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620,543
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9,474,801
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Luis Fernandez-Moreno
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89,155,766
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--
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2,937,147
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9,474,801
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Robin H. Fielder
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89,611,518
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--
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2,481,395
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9,474,801
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John D. Schmitz
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90,788,689
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--
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1,304,224
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9,474,801
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Troy W. Thacker
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91,386,896
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--
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706,017
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9,474,801
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Douglas J. Wall
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83,704,918
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--
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8,387,995
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9,474,801
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Proposal 2 – Ratification of the appointment of Grant Thornton LLP as Select’s independent registered public accounting firm for fiscal year 2024.
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FOR
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AGAINST
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ABSTAIN
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100,752,972
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689,016
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125,726
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Proposal 3 –Non-binding, advisory vote to approve named executive officer compensation.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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89,879,614
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2,032,035
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181,264
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9,474,801
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Proposal 4 -- Non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve named executive officer compensation.
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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BROKER
NON-VOTES
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85,587,548
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10,788
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6,352,674
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141,903
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9,474,801
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Proposal 5 – Approve the Select Water Solutions, Inc. 2024 Equity Incentive Plan.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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68,470,444
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22,246,020
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1,376,449
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9,474,801
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| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION
18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.
SIGNATURES
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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Dated: May 9, 2024
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SELECT WATER SOLUTIONS, INC.
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By:
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/s/ Christina Ibrahim
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Christina Ibrahim
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Senior Vice President, General Counsel,
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Chief Compliance Officer and Corporate Secretary
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