0001104659-19-072576.txt : 20191213 0001104659-19-072576.hdr.sgml : 20191213 20191213161600 ACCESSION NUMBER: 0001104659-19-072576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191213 DATE AS OF CHANGE: 20191213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FTS International, Inc. CENTRAL INDEX KEY: 0001529463 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 451610731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38382 FILM NUMBER: 191284769 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 862-2000 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2900 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: FTS International, LLC DATE OF NAME CHANGE: 20111020 FORMER COMPANY: FORMER CONFORMED NAME: FTS International, Inc. DATE OF NAME CHANGE: 20111020 FORMER COMPANY: FORMER CONFORMED NAME: Frac Tech International, LLC DATE OF NAME CHANGE: 20110907 8-K 1 a19-25138_18k.htm 8-K

 

 

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): December 12, 2019

 

FTS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38382

 

30-0780081

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

777 Main Street, Suite 2900

Fort Worth, Texas 76102

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (817) 862-2000

 

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

FTSI

 

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 o

 

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. o

 

 

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 12, 2019, Boon Sim submitted a resignation letter resigning from his position as a director of FTS International, Inc. (the “Company”) and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of the Company, with such resignation to be effective as of December 12, 2019. In accordance with the Investors’ Rights Agreement, dated as of February 1, 2018, by and among the Company, Maju Investments (Mauritius) Pte Ltd (“Maju”) and CHK Energy Holdings, Inc., Maju, the Company’s largest stockholder, designated John Vaske as its nominee to fill the vacancy on the Board created by Mr. Sim’s resignation.

 

On December 12, 2019, the Board appointed Mr. Vaske as a Class I director to fill the vacancy on the Board created by Mr. Sim’s resignation effective as of December 12, 2019 with a term set to expire at the 2022 annual meeting of stockholders. Mr. Vaske will also serve as member of the Compensation Committee and the Nominating and Corporate Governance Committee effective as of December 12, 2019.

 

In connection with his appointment, Mr. Vaske will enter into the Company’s standard indemnification agreement for directors.

 

There are no transactions or relationships between Mr. Vaske and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Exhibit Description

 

 

 

10.1

 

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 of Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-215998), filed on May 5, 2017)

 

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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.

 

 

FTS INTERNATIONAL, INC.

 

 

 

 

By:

/s/ Jennifer Keefe

 

 

Name: Jennifer Keefe

 

 

Title: Senior Vice President, General Counsel and Chief Compliance Officer

 

Date: December 13, 2019

 

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