UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240. 14a-12 | |
KLX ENERGY SERVICES HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard, 15th Floor
Houston, Texas 77056
(832) 844-1015
SUPPLEMENT TO PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2021
Explanatory Note
On May 7, 2021, KLX Energy Services Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission a definitive proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors of the Company for use at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The purpose of this supplement, dated May 20, 2021 (this “Supplement”) is solely to correct certain share counts on page 22 of the Proxy Statement to reflect the Company’s 1-for-5 reverse stock split effected on July 28, 2020. The corrections to the existing disclosure in the Proxy Statement are set forth below under the heading “Changes to the Proxy Statement”. Other than these changes, the Proxy Statement remains unchanged, and this Supplement does not otherwise modify, amend, supplement or affect the Proxy Statement.
Changes to the Proxy Statement
Name of Beneficial Owner | Shares Beneficially owned | Percentage of common stock outstanding(1) | ||||||
Amin J. Khoury(10) | % | |||||||
Heather M. Floyd(11) | * | |||||||
Gary J. Roberts(12) | % | |||||||
| * | Represents less than 1%. |
| (1) | Applicable percentage ownership is based on 8,835,686 shares of common stock outstanding as of April 19, 2020. |
| …… |
| (10) | Information is based on a Form 4 filed on June 12, 2020, as adjusted for the Company’s 1-for-5 reverse stock split effected on July 28, 2020. |
| (11) | Information is based on a Form 4 filed on December 11, 2019, as adjusted for the Company’s 1-for-5 reverse stock split effected on July 28, 2020. |
| (12) | Information is based on a Form 4 filed on March 11, 2020, as adjusted for the Company’s 1-for-5 reverse stock split effected on July 28, 2020. |