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 3, 2018
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-22664 |
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75-2504748 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
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77064 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 281-765-7100
Not Applicable
Former name or former address, if changed since last report
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
(d) On April 3, 2018, Patterson-UTI Energy, Inc. (the "Company") appointed Janeen S. Judah to the Company’s Board of Directors. Ms. Judah has more than 35 years of operational and managerial experience within the energy industry. Most recently, she served as the president of the Society of Petroleum Engineers while on secondment from Chevron. Ms. Judah held numerous leadership positions at Chevron including general manager for Chevron’s Southern Africa business unit, president of Chevron Environmental Management Company and general manager of reservoir and production engineering for Chevron Energy Technology Company. Before joining Chevron, she held various upstream petroleum engineering positions for Texaco and Arco. Ms. Judah holds Bachelor of Science and Masters of Science degrees in petroleum engineering from Texas A&M University, a Masters of Business Administration from the University of Texas of the Permian Basin and a Juris Doctorate from the University of Houston Law Center.
The addition of Ms. Judah expands the Company’s Board of Directors to eight members. There is no arrangement or understanding between Ms. Judah and any other persons pursuant to which Ms. Judah was selected as a director.
In connection with her appointment as a member of the Board of Directors, Ms. Judah was granted 10,115 restricted stock units of the Company, all of which shall vest on April 3, 2019. The Company has also entered into an indemnification agreement (the "Indemnification Agreement") with Ms. Judah. Under the Indemnification Agreement, in exchange for her service to the Company, the Company has agreed to, among other things, indemnify her against liabilities that may arise by reason of her status or service as a director (subject to certain exceptions) and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified. This Indemnification Agreement is substantially similar to the indemnification agreements that have been entered into with each of the other executive officers and directors of the Company. The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of the Indemnification Agreement, a copy of which was filed on April 28, 2004 as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2003 (SEC File No. 000-22664) and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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Patterson-UTI Energy, Inc. |
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April 3, 2018 |
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By: |
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/s/ Seth D. Wexler |
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Name: Seth D. Wexler |
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Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
For Immediate ReleaseContact:Mike Drickamer
Vice President, Investor Relations
(281) 765-7170
Patterson-UTI Energy Announces Appointment of Janeen S. Judah to Board of Directors
HOUSTON – April 3, 2018 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today announced that Janeen S. Judah, has been appointed to the Company’s Board of Directors. With Ms. Judah’s appointment, the Patterson-UTI Board has been expanded to eight members.
Ms. Judah has more than 35 years of operational and managerial experience within the energy industry. Most recently, she served as the president of the Society of Petroleum Engineers while on secondment from Chevron. Ms. Judah held numerous leadership positions at Chevron including general manager for Chevron’s Southern Africa business unit, president of Chevron Environmental Management Company and general manager of reservoir and production engineering for Chevron Energy Technology Company. Before joining Chevron, she held various upstream petroleum engineering positions for Texaco and Arco. Ms. Judah holds Bachelor of Science and Masters of Science degrees in petroleum engineering from Texas A&M University, a Masters of Business Administration from the University of Texas of the Permian Basin and a Juris Doctorate from the University of Houston Law Center.
Mark S. Siegel, Patterson-UTI’s Chairman, stated, “We are pleased to welcome Janeen to our board. Her extensive and varied experience will be an invaluable asset to our Board.”
Andy Hendricks, Patterson-UTI’s Chief Executive officer and board member, added, “We are delighted to have Janeen on our board. With more than three decades in the oilfield, her expertise with diverse technical, operational and managerial challenges will be appreciated.”
About Patterson-UTI
Patterson-UTI is a provider of oilfield services and products to oil and natural gas exploration and production companies in North America, including market leading positions in contract drilling, pressure pumping and directional drilling services. For more information, visit www.patenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Patterson-UTI’s current beliefs, expectations or intentions regarding future events. Words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “project,” “pursue,” “should,” “strategy,” “target,” or “will,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding Patterson-UTI’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Patterson-UTI's control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Patterson-UTI’s services and their associated effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of land drilling rigs and pressure pumping equipment, including as a result of low commodity prices, reactivation or construction; liabilities from operations; weather; decline in, and ability to realize, backlog; equipment specialization and new technologies; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and in integrating acquisitions; governmental regulation; product liability; legal proceedings and actions by governmental or other regulatory agencies; political, economic and social instability risk; ability to effectively identify and enter new markets; cybersecurity risk; dependence on our subsidiaries to meet our long-term debt obligations; variable rate indebtedness risk; and anti-takeover measures in our charter documents.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Patterson-UTI’s SEC filings. Patterson-UTI’s filings may be obtained by contacting Patterson-UTI or the SEC or through Patterson-UTI’s website at http://www.patenergy.com or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. Patterson-UTI undertakes no obligation to publicly update or revise any forward-looking statement.