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): April 25, 2017
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 520, Atlanta,
Georgia 30329
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (404) 321-2140
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 5.07. Submission of Matters to a Vote of Security Holders.
The 2017 annual meeting of stockholders of the Company was held on April 25, 2017. At the annual meeting, the stockholders of the Company (i) elected three Class I nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) held a nonbinding vote on executive compensation; and (iv) held a nonbinding vote regarding the frequency of voting on executive compensation.
The voting results for each proposal are as follows:
| 1. | To elect the three Class I nominees to the Board of Directors: |
| For | Withheld |
Broker Non-Vote | ||||
| Class I nominees: | ||||||
| R. Randall Rollins | 185,352,763 | 17,069,575 | 5,975,819 | |||
| Henry B. Tippie | 175,420,890 | 27,001,448 | 5,975,819 | |||
| James B. Williams | 180,583,365 | 21,838,973 | 5,975,819 |
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017: |
| For | Against | Abstain | ||
| 207,636,782 | 701,659 | 59,716 |
| 3. | To hold a non-binding vote on executive compensation: |
| For | Against | Abstain |
Broker Non-Vote | |||
| 200,154,862 | 2,145,115 | 122,361 | 5,975,819 |
| 4. | To hold a nonbinding vote regarding the frequency of voting on executive compensation: |
| 1 Year | 2 Years | 3 Years | Abstain |
Broker Non-Vote | ||||
| 27,290,917 | 169,845 | 174,378,537 | 583,039 | 5,975,819 |
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive compensation every three years.
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: April 27, 2017 | /s/ Ben M. Palmer |
| Ben M. Palmer | |
| Vice President, | |
| Chief Financial Officer and Treasurer |
| -3- |