UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 5, 2015
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Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 001-33816 | 26-0287117 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona 85254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(602) 903-7802
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.):
¨ | 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)) |
| Item 2.02 | Results of Operations and Financial Condition |
On May 11, 2015, Nuverra Environmental Solutions, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2015. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 5, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) where three matters were submitted to a vote of the stockholders. The matters are described in greater detail in the Company’s Proxy Statement, filed with the U.S. Securities and Exchange Commission on March 26, 2015. At the Annual Meeting, abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
At the Annual Meeting, the Stockholders (1) elected the three nominees for Class II director to serve a three-year term expiring on the date of the 2018 annual meeting of Stockholders and the nominee for Class III director to serve a one-year term expiring on the date of the 2016 annual meeting of Stockholders; (2) ratified the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and (3) approved the compensation of the Company’s named executive officers on an advisory (nonbinding) basis. A detailed description of the vote follows.
Proposal 1
The Company’s shareholders elected three nominees for Class II directors with votes as follows:
| For | Withheld | Broker Non-Votes | ||||
| Mark D. Johnsrud | 15,140,712 | 2,064,841 | 6,706,238 | |||
| William M. Austin | 16,766,073 | 439,480 | 6,706,238 | |||
| R. Dan Nelson | 16,752,418 | 453,135 | 6,706,238 | |||
The Company’s shareholders elected one nominee for Class III director with votes as follows:
| For | Withheld | Broker Non-Votes | ||||
| J. Danforth Quayle | 15,097,377 | 2,108,176 | 6,706,238 | |||
Proposal 2
The Company’s stockholders ratified the selection of KPMG as the Company’s independent registered public accountant for the fiscal year ending December 31, 2015 with votes as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 23,684,789 | 179,112 | 47,830 | — | |||
Proposal 3
The Company’s stockholders approved, on an advisory (nonbinding) basis, the compensation awarded by the Company to its named executive officers with votes as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 16,946,163 | 220,056 | 39,334 | 6,706,238 | |||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | ||
| 99.1 | Press Release, dated May 11, 2015 | ||
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.
| NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | ||||||
| Date: May 11, 2015 | By: | /s/ Joseph M. Crabb | ||||
| Name: | Joseph M. Crabb | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
EXHIBIT INDEX
Exhibit Number | Description | ||
| 99.1 | Press Release, dated May 11, 2015 | ||