| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
| Compensatory | Arrangements of Certain Officers. |
Amended and Restated 2009 Incentive Compensation Plan
On June 8, 2020, the stockholders of the Company approved the third amendment to the Amended and Restated 2009 Incentive Compensation Plan (as amended, the “Plan”) in the form of an amendment and restatement of the Plan that, among other things, increases the number of shares of the Company’s common stock, par value $0.04 per share (the “Common Stock”), authorized for issuance pursuant to the Plan by 9,000,000 shares and increases the maximum aggregate number of shares of Common Stock that may be granted to any individual during any calendar year from 250,000 to 1,000,000 (collectively, the “Plan Amendment”) and eliminates certain outdated references to Section 162(m) of the Internal Revenue Code. The Company’s Board of Directors had previously adopted and approved the Plan Amendment, subject to stockholder approval.
The descriptions set forth herein is only a summary and is qualified in its entirety by the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 10, 2020, the Company filed an amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Formation with the Secretary of State of the State of Texas to increase the number of authorized shares of Common Stock of the Company from 200,000,000 shares to 400,000,000 shares. The Charter Amendment was approved by the stockholders of the Company on June 8, 2020.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to such Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2020 Annual Meeting of the Stockholders of the Company was held on June 8, 2020, in Houston, Texas. The following are the final voting results and a brief description of each matter submitted to the Company’s stockholders at that meeting. Each proposal is described in more detail in the 2020 Proxy.
Proposal 1: Election of Directors. The stockholders of the Company elected each of the five director nominees nominated by the Company’s Board of Directors, as follows: Joseph J. Romano, Wilkie S. Colyer, Jr., B.A. Berilgen, Lon McCain and John C. Goff were elected as directors and are eligible to servea one-year term until the 2021 annual meeting.
