8-K 1 ncsm-20190820x8k.htm 8-K 2019 Director 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



August 20, 2019

Date of Report (Date of earliest event reported)



NCS Multistage Holdings, Inc.

(Exact name of Registrant as specified in its charter)





 

 

Delaware

001-38071

46-1527455

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)



19450 State Highway 249, Suite 200

Houston, Texas 77070

(Address of principal executive offices) (Zip code)



(281) 453-2222

(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

Common Stock, $0.01 par value

NCSM

NASDAQ Global Select Market



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



On August 20, 2019, the Board of Directors (the “Board”) of NCS Multistage Holdings, Inc. (the “Company”) increased the size of the Board from nine to ten and appointed Valerie Mitchell to the Board to serve as a Class I director with a term to expire at the 2021 Annual Meeting of Stockholders. Ms. Mitchell will serve on the Audit Committee of the Board.

 

There are no arrangements or understandings between Ms. Mitchell and any other persons pursuant to which she was selected as a director. Ms. Mitchell will be compensated according to the Company’s standard compensation program for non-employee directors who are not full-time investment professionals of Advent International Corporation as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 9, 2019.



Item 7.01  Regulation FD Disclosure.



Additional information with regard to Ms. Mitchell is included in the press release attached hereto as Exhibit 99.1.



In accordance with General Instruction B.2 of Form 8-K, the information presented under Item 7.01 of this Form 8-K and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.



Item 9.01  Financial Statements and Exhibits.





 

 

 

 

(d)

 

Exhibits.



 

 

 



Exhibit

 

 



Number

 

Description of the Exhibit



99.1

 

Press Release dated August 22, 2019.




 

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: August 22, 2019

NCS Multistage Holdings, Inc.

 



 

 

 



By:  

/s/ Ryan Hummer

 



 

Ryan Hummer

 



 

Chief Financial Officer