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): May 17, 2022

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8726	58-1550825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (404) 321-2140

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, $0.10 par value	RES	New York Stock Exchange

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):

¨ 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))

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 May 17, 2022, the Board of Directors (the “Board”) of RPC, Inc. (the “Company”) approved several changes to the composition of the Company’s leadership, all of which became effective as of May 17, 2022 (the “Effective Date”). The changes include the following:

1. Mr. Hubbell appointed as Executive Chairman. Richard A. Hubbell was appointed to serve as Executive Chairman of the Board for a period of one year or until his successor is appointed, effective upon the resignation of Gary W. Rollins as Non-Executive Chairman of the Board. Gary W. Rollins, who served as Non-Executive Chairman following the passing of Mr. R. Randall Rollins, resigned from that position on the Effective Date, but remains on the Board. On the Effective Date, Mr. Hubbell resigned from his former position as President and Chief Executive Officer of the Company and will no longer serve as the principal executive officer of the Company.

Concurrently with becoming the Executive Chairman of the Board of the Company, Mr. Hubbell was also appointed as the Executive Chairman of the Board of Marine Products Corporation, a boat manufacturing company. He was the President of the Company from 1987 to 2022, and CEO of the Company from April 2005 to May 17, 2022. He was also the President and Chief Executive Officer of Marine Products Corporation from February 2001 to May 17, 2022. Mr. Hubbell serves on the Board of Directors for both of these companies. Previously, he was Executive Vice President of Rollins Communications, Inc., a media company. He joined Rollins, Inc. in 1970. Mr. Hubbell received a B.A. in Economics from Westminster College.

Mr. Hubbell’s annual base salary will be $500,000 as of the Effective Date. In addition, Mr. Hubbell will be eligible for a short-term performance-based cash incentive with a target award of 100% of his base salary which will be based on the Company’s annual performance and determined using a Return on Invested Capital (“ROIC”) of 14% to achieve the target award with a sliding scale from 9.8% ROIC to achieve 25% of the target award, up to 19.3% ROIC to achieve a maximum of 150% of the target award. Mr. Hubbell received a 2022 stock grant award of 75,000 shares of time-based restricted stock effective on May 18, 2022. The award will vest 20 percent on January 26, 2023, and 20 percent on January 26 in each of the next four years thereafter, with the terms and conditions to be consistent with the Company’s equity incentive plan and standard form of award agreement.

2. Mr. Palmer promoted to President and Chief Executive Officer and appointed as a Member of the Board of Directors. Ben M. Palmer was appointed to serve as President and Chief Executive Officer of the Company for a period of one year or until his successor is appointed, effective upon the resignation of Mr. Hubbell from that position, which occurred on the Effective Date. In this position, Mr. Palmer shall serve as the principal executive officer of the Company. In connection with his promotion, Mr. Palmer was also appointed to the Board as a Class I director and to the Executive Committee as of the Effective Date. On the Effective Date, Mr. Palmer resigned from his position as Vice President, Chief Financial Officer and Corporate Secretary of the Company, and he will no longer serve as the principal financial and accounting officer of the Company.

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Concurrently with becoming the President and Chief Executive Officer of the Company, Mr. Palmer was also appointed as the President and Chief Executive Officer of Marine Products Corporation, a boat manufacturing company. Mr. Palmer was the Vice President, Chief Financial Officer of RPC, Inc. from 1996 to May 17, 2022, and Corporate Secretary from 2018 to 2022. He was also Vice President, Chief Financial Officer of Marine Products Corporation from February 2001 to May 17, 2022, and its Corporate Secretary from 2018 to May 17, 2022. He will serve on the Boards of Directors of both the Company and Marine Products Corporation. He joined RPC, Inc. following three years as the CFO of EQ Services, a commercial mortgage and asset management subsidiary of The Equitable Companies. Prior to that, he spent ten years with Arthur Andersen in its audit and business advisory services division. Mr. Palmer has a B.S. in Business Administration from Auburn University.

Mr. Palmer’s annual base salary will be $600,000 as of the Effective Date. In addition, Mr. Palmer will be eligible for a short-term performance-based cash incentive with a target award of 100% of his base salary which will be based on the Company’s annual performance and determined using a ROIC of 14% to achieve the target award with a sliding scale from 9.8% ROIC to achieve 25% of the target award up to 19.3% ROIC to achieve a maximum of 150% of the target award. Mr. Palmer received a 2022 stock grant award of 90,000 shares of time-based restricted stock effective on May 18, 2022. The award will vest 20 percent on January 26, 2023, and 20 percent on January 26 in each of the next four years thereafter, with the terms and conditions to be consistent with the Company’s equity incentive plan and standard form of award agreement.

3. Mr. Schmit appointed Vice President, Chief Financial Officer and Corporate Secretary of the Company. Michael L. Schmit, age 49, was appointed to serve as Vice President, Chief Financial Officer and Corporate Secretary of the Company for a period of one year or until his successor is appointed, effective upon the resignation of Mr. Palmer from that position, which occurred on the Effective Date. In this position, Mr. Schmit shall serve as the principal financial and accounting officer of the Company.

Mr. Schmit joins RPC, Inc. from Schweitzer-Mauduit International, Inc., a global performance materials engineering and manufacturing company, where he served as Chief Accounting Officer and Corporate Controller since 2019.  In addition, he served as the Chief Accounting Officer and Controller of Chart Industries, Inc., a global manufacturer of highly engineered equipment servicing the clean energy and industrial gas markets, in 2019 and 2018 and as Corporate Controller in 2017. Earlier in his career, Mr. Schmit worked for other public and private companies, including Georgia-Pacific, LLC, in various financial and risk management roles.  He also worked in public accounting with Ernst & Young LLC, both in the U.S. and Australia. Mr. Schmit holds a B.S. in Business Administration from the University of Nebraska with a major in accounting and holds a CPA certification as well as several other related professional designations.

Concurrently with becoming Vice President, Chief Financial Officer and Corporate Secretary of the Company, Mr. Schmit was also appointed as the Vice President, Chief Financial Officer and Corporate Secretary of Marine Products Corporation, a boat manufacturing company.

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Mr. Schmit’s annual base salary will be $300,000 as of the Effective Date. In addition, Mr. Schmit will be eligible for a short-term performance-based cash incentive with a target award of 70% of his base salary which will be based on the Company’s annual performance and determined using a ROIC of 14% to achieve the target award with a sliding scale from 9.8% ROIC to achieve 25% of the target award up to 19.3% ROIC to achieve a maximum of 150% of the target award. Mr. Schmit received a 2022 stock grant award of 35,000 shares of time-based restricted stock effective on May 18, 2022. The award will vest 20 percent on January 26, 2023, and 20 percent on January 26 in each of the next four years thereafter, with the terms and conditions to be consistent with the Company’s equity incentive plan and standard form of award agreement.

Certain Relationships, Understandings, and Related Party Transactions. There is no arrangement or understanding between any of the officers listed above and any other person, other than Company officers and directors acting in their capacity as such, pursuant to which they were or are to be selected as an officer of the Company. There is no family relationship between any of such officers and any director or executive officer of the Company or any person nominated to such position. None of such officers has a direct or indirect material interest in any transaction or currently proposed transaction in which the Company was or is to be a participant and which is or will be required to be reported pursuant to Item 404(a) of SEC Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 17, 2022, in connection with the aforementioned changes discussed under Item 5.02, the Company issued a press release, a copy of which is attached hereto and furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 17, 2022
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:  May 20, 2022	/s/ Ben M. Palmer
	Ben M. Palmer
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

RPC, Inc. Announces Leadership Transition

ATLANTA, May 17, 2022 - RPC, Inc. (NYSE: RES) today announced several changes within its senior leadership team and among its Board of Directors. 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 and in selected international markets.

The following changes to RPC’s Executive Officers and Board of Directors are effective immediately:

· The transition of Richard A. Hubbell, President and Chief Executive Officer, to Executive Chairman of the Board of Directors;

· The relinquishment by Gary W. Rollins of his position as RPC’s Non-Executive Chairman of the Board, while continuing as an RPC Director;

· The promotion of Ben M. Palmer, Chief Financial Officer, to President and Chief Executive Officer, and his election by the Board as a Class I Director;

· The appointment of Michael L. Schmit to Chief Financial Officer and Corporate Secretary.

“Our announcement today supports our enduring long-term goals of management continuity and focus as we continue to thrive in the U.S. domestic oilfield,” stated Richard A. Hubbell, Executive Chairman. “I am pleased to continue my long association with RPC and really look forward to continuing to work with our Board as we enter an exciting new phase in the oilfield. I also express my complete confidence in Ben as he takes on this new position.”

“I am excited to assume this new role at RPC,” stated Ben M. Palmer, President and Chief Executive Officer.” We have strong corporate and operational management teams with whom I have forged a productive working relationship over many years. RPC’s enduring traditions of conservative, shareholder-friendly capital management policies will continue. As Rick stated, we appear to be in the beginning stages of a favorable energy cycle, but as always in an industry as volatile as ours, we need to continue our conservative approach and a long-term orientation. We are also pleased to welcome Mike Schmit to our senior leadership team. Mike has a great deal of successful finance and accounting experience in public companies, including an international stint, business combination integration and financial management experience with a company exposed to the midstream energy sector, so we look forward to him joining RPC.”

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RPC, Inc. Announces Leadership Transition

MANAGEMENT PROFILES

Richard A. Hubbell previously served as President of RPC, Inc. since 1987 and CEO since April 2005. He has also served as a Director of RPC. Mr. Hubbell is currently the Executive Chairman of the Board of Marine Products Corporation, and he previously served as President and Chief Executive Officer of Marine Products since its formation in 2001. Previously, Mr. Hubbell served as the Executive Vice President of Rollins Communications, Inc.

Ben M. Palmer previously served as Chief Financial Officer of RPC, Inc. since 1996 and as Corporate Secretary since 2018. Mr. Palmer is currently the President and Chief Executive Officer, and a Director of Marine Products Corporation. He previously served as Chief Financial Officer of Marine Products since its formation in 2001 and as Corporate Secretary since 2018. Prior to this, Ben held several positions in financial management and public accounting.

Michael L. Schmit joins RPC from SWM International, where he served as Chief Accounting Officer and Corporate Controller. Prior to that, he served as the Chief Accounting Officer and Corporate Controller of Chart Industries. Earlier in his career, Mike worked for other public companies and in public accounting, both in the U.S. and Australia. Mike holds a CPA certification as well as several other related professional designations. Effective today, he is also the Chief Financial Officer and Corporate Secretary of Marine Products Corporation.

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 at rpc.net.

Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including all statements that look forward in time or express management’s beliefs, expectations or hopes. In particular, such statements include, without limitation, our belief that RPC is entering an exciting new phase in the oilfield, that we appear to be in the beginning stages of a favorable energy cycle, and that our volatile industry requires a conservative approach and long-term orientation. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements, Such risks include changes in general global business and economic conditions, including the continued economic impact caused by the COVID-19 pandemic and fluctuations in prices of oil and natural gas; risks associated with collections of our accounts receivable from customers experiencing challenging business conditions; drilling activity and rig count; risks of reduced availability or increased costs of both labor and raw materials used in providing our services; the impact on our operations due to changes in regulatory and environmental laws; turmoil in the financial markets and the potential difficulty to fund our capital needs; the actions of OPEC+ and the status of the war in Ukraine, which could impact drilling activity; adverse weather conditions in oil and gas producing regions; competition in the oil and gas industry; an inability to implement price increases; risks of international operations; and reliance upon large customers. Additional discussion of factors that could cause the actual results to differ materially from management’s projections, forecasts, estimates and expectations is contained in RPC's Form 10-K for the year ended December 31, 2021, including the “Risk Factors” discussion contained therein.

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RPC, Inc. Announces Leadership Transition

For information about RPC, Inc., please contact:

Ben M. Palmer	Jim Landers
President and Chief Executive Officer	Vice President Corporate Services
(404) 321-2140	(404) 321-2162
irdept@rpc.net	jlanders@rpc.net

XML

Cover	May 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2022
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