(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i14201 Caliber Drive,
iSuite
300
iOklahoma City,
iOklahoma
i(405)
i608-6007
i73134
(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:
i¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i¨ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i¨ 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
iCommon Stock
iTUSK
iThe
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 i¨
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.
Proposal 1
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
Proposal
2
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:
For
Against
Abstain
Non-Votes
25,833,248
335,883
18,947
6,572,885
Proposal
3
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:
For
Against
Abstain
Non-Votes
25,442,668
701,055
44,355
6,572,885
Proposal
4
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:
For
Against
Abstain
Non-Votes
32,505,029
233,930
22,004
—
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 thereunto duly authorized.