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 20, 2020
Cactus, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38390 | 35-2586106 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | 920 Memorial City Way, Suite 300
Houston, Texas 77024 | |
| | (Address of Principal Executive Offices)
(Zip Code) | |
| | (713) 626-8800 | |
| (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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 | | WHD | | 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. |
Cactus, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 20, 2020 in Houston, Texas. At that meeting, stockholders of the Company voted on and approved the proposals set forth below:
Proposal 1: To elect to the board of directors of the Company, each of the following Class III directors nominees to serve until the 2023 annual meeting of stockholders.
| Name of Director | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
| Scott Bender | | | 61,198,591 | | | | 8,550,345 | | | | 1,030,368 | |
| Bruce Rothstein | | | 59,466,023 | | | | 10,282,913 | | | | 1,030,368 | |
| Gary Rosenthal | | | 57,744,843 | | | | 12,004,093 | | | | 1,030,368 | |
Proposal 2: To approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 70,761,049 | | | | 6,410 | | | | 11,845 | | | | 0 | |
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.
Date: May 20, 2020
| | Cactus, Inc. |
| | |
| | |
| | By: | /s/ David Isaac |
| | Name: | David Isaac |
| | Title: | General Counsel, Vice President of Administration and Secretary |
