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): November 30, 2020
LIBERTY OILFIELD SERVICES INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38081 | | 81-4891595 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
950 17th Street, Suite 2400
Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices)
(303) 515-2800
(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 (see General Instruction A.2. below):
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | | 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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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
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| Class A Common Stock, par value $0.01 | | LBRT | | New 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 Company held a Special Meeting of Stockholders (the “Special Meeting”) on November 30, 2020. Voting results for the proposal considered at the Special Meeting are set forth below. The proposal is described in more detail in the Company’s definitive proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on October 29, 2020.
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| Proposal 1: | Approval of, for purposes of complying with NYSE Listing Rule 312.03, the issuance of up to 66,326,134 shares of Class A Common Stock, par value $0.01 per share, of the Company pursuant to that certain Master Transaction Agreement, dated as of August 31, 2020, by and among Schlumberger Technology Corporation, Schlumberger Canada Limited, Liberty Oilfield Services New HoldCo LLC, LOS Canada Operations Inc., and the Company (the “Stock Issuance Proposal”). |
Voting results with respect to the Stock Issuance Proposal were as follows:
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| For | | Against | | Abstentions | | Broker Non-Votes |
| 95,573,899 | | 13,419 | | 88,850 | | 0 |
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.
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| | | | | | LIBERTY OILFIELD SERVICES INC. |
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| Dated: December 1, 2020 | | | | By: | | /s/ R. Sean Elliott |
| | | | | | R. Sean Elliott |
| | | | | | Vice President, General Counsel and Corporate Secretary |
