UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
washington, d.c. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 December 11, 2020, the Board of Directors of RPC, Inc. (the “Company”) appointed Susan Bell and Patrick J. Gunning as Directors effective January 1, 2021. Ms. Bell will stand for election by the stockholders in 2022 as a Class III Director, and Mr. Gunning will stand for election by the stockholders in 2023 as a Class I Director. Both Ms. Bell and Mr. Gunning have been appointed to the Audit Committee effective January 1, 2021 and will be compensated on the same basis as the other non-employee directors. There are no transactions between Ms. Bell or Mr. Gunning and the Company that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with any persons pursuant to which she or he was selected as a director. Ms. Bell will fill a board vacancy arising from the recent retirement of Bill J. Dismuke. On December 11, 2020, Mr. James B. Williams announced to the board that effective December 31, 2020 he would be retiring. Mr. Gunning will fill the board vacancy arising from Mr. Williams’ retirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 – Press Release dated December 15, 2020
Exhibit 99.2 – Press Release dated December 15, 2020
104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RPC, Inc. | ||
Date: December 16, 2020 | /s/ Ben M. Palmer | |
Ben M. Palmer | ||
Vice President, | ||
Chief Financial Officer and Treasurer |
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Exhibit 99.1
RPC, Inc. Board of Directors Appoints New Director Susan Bell
ATLANTA, December 15, 2020 – RPC, Inc. (NYSE: RES) today announced the appointment of Susan Bell to the Board of Directors of the Company effective January 1, 2021.
Bell recently retired from Ernst and Young LLP (EY) after a 36-year career in public accounting, serving in key leadership roles. She served clients as an audit and advisory partner, led the EY Southeast Risk Advisory practice, served as the Atlanta Office Managing Partner and led EY’s Power & Utilities sector focus in the Global Financial Accounting Advisory Services (FAAS) practice. Bell led and advised client service teams supporting implementation of new accounting standards, internal controls implementation and testing, internal audit and enterprise risk management programs and initiatives, securities offerings, merger and acquisition transactions, and implementing enterprise transformational initiatives such as process automation and advanced analytics.
Richard A. Hubbell, President and Chief Executive Officer, stated “We are very pleased to welcome Susan to our Board. Her financial expertise and governance experience will be valuable to RPC.”
Ms. Bell fills a board vacancy arising from the recent retirement of Bill J. Dismuke. Mr. Dismuke joined the Board of Directors in 2005 and served with distinction on the Board and several committees, including the Audit Committee. Mr. Hubbell also expressed the Company’s appreciation for Mr. Dismuke’s service and gratitude for his contributions over the past 15 years.
RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest, Appalachian and Rocky Mountain regions, and in selected international markets. RPC’s investor website can be found on the internet at RPC.net.
For information about RPC, Inc. or this event, please contact:
Ben M. Palmer
Chief Financial Officer
(404) 321-2140
irdept@rpc.net
Jim Landers
Vice President Corporate Services
(404) 321-2162
jlanders@rpc.net
Exhibit 99.2
RPC, Inc. Board of Directors
Appoints New Director
Patrick J. Gunning
ATLANTA, December 15, 2020 – RPC, Inc. (NYSE: RES) today announced the appointment of Patrick J. Gunning to the Board of Directors of the Company effective January 1, 2021.
Gunning is the Chief Financial Officer of the Robert W. Woodruff Arts Center, Inc. in Atlanta, Georgia. Previously he held multiple leadership roles during his 40 years in public accounting prior to retirement from Ernst & Young LLP (EY) in 2020. These positions included Partner at EY, Southeast Region Leader of the Financial Accounting Advisory Services (FAAS) at EY, Assurance leader and Audit Partner for EY, Partner and Assurance Division Leader with Arthur Andersen LLP, and numerous additional regional leadership roles. He will bring extensive financial reporting, accounting, management, and leadership experience to RPC’s Board of Directors.
Richard A. Hubbell, President and Chief Executive Officer, stated “We are pleased to welcome Pat to our Board. He is an accomplished leader that will bring strategic insights to RPC.”
Mr. Gunning will fill an upcoming board opening by the retirement of James B. Williams on December 31, 2020. Mr. Williams joined the Board of Directors in 1984 and served with distinction on the Board and several committees, including the Audit Committee. Mr. Hubbell also expressed the Company’s appreciation for Mr. Williams’ service and gratitude for his contributions over the past 36 years.
RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest, Appalachian and Rocky Mountain regions, and in selected international markets. RPC’s investor website can be found on the internet at RPC.net.
For information about RPC, Inc. or this event, please contact:
Ben M. Palmer
Chief Financial Officer
(404) 321-2140
irdept@rpc.net
Jim Landers
Vice President Corporate Services
(404) 321-2162
jlanders@rpc.net
Cover |
Dec. 11, 2020 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 11, 2020 |
Entity File Number | 1-8726 |
Entity Registrant Name | RPC, INC. |
Entity Central Index Key | 0000742278 |
Entity Tax Identification Number | 58-1550825 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2801 Buford Highway NE |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | Atlanta |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 30329 |
City Area Code | 404 |
Local Phone Number | 321-2140 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.10 par value |
Trading Symbol | RES |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |