pten-8k_20200604.htm
false 0000889900 true 0000889900 2020-06-04 2020-06-04 0000889900 us-gaap:CommonStockMember 2020-06-04 2020-06-04 0000889900 pten:PreferredStockPurchaseRightsOneMember 2020-06-04 2020-06-04

 

 

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): June 4, 2020

 

Patterson-UTI Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-39270

75-2504748

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas

 

77064

(Address of Principal Executive Offices)

 

(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 (see General Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, $0.01 Par Value

 

PTEN

 

The Nasdaq Global Select Market

Preferred Stock Purchase Rights

 

 

 

The 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.

(b) On June 4, 2020, Charles O. Buckner’s previously announced retirement from the Board of Directors of Patterson-UTI Energy, Inc. (the “Company”) became effective.  On June 4, 2020, as previously announced, Mark S. Siegel stepped down as Executive Chairman of the Company and his retirement from the Board became effective.  Curtis W. Huff became non-executive Chairman of the Board and the size of the Board was reduced from eight members to six members.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 4, 2020. Of the 186,356,475 shares of the Company’s Common Stock outstanding and entitled to vote at the meeting, 170,594,485 were present either in person or by proxy.

The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the votes cast at the meeting:

 

1.

To elect six directors to the Company’s Board of Directors to serve until the next annual meeting of the stockholders or until their respective successors are elected and qualified.

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-votes

Tiffany (TJ) Thom Cepak

 

 

138,960,914

 

 

 

16,816,384

 

 

 

14,817,187

 

Michael W. Conlon

 

 

133,405,454

 

 

 

22,371,844

 

 

 

14,817,187

 

William A. Hendricks, Jr.

 

 

136,778,909

 

 

 

18,998,389

 

 

 

14,817,187

 

Curtis W. Huff

 

 

136,012,428

 

 

 

19,764,870

 

 

 

14,817,187

 

Terry H. Hunt

 

 

135,728,037

 

 

 

20,049,261

 

 

 

14,817,187

 

Janeen S. Judah

 

 

139,382,759

 

 

 

16,394,539

 

 

 

14,817,187

 

 

2.

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

164,279,771

 

 

6,186,908

 

 

 

127,806

 

 

0

 

3.

To cast a vote to approve, on an advisory basis, the Company’s compensation of its named executive officers as set forth in the proxy statement for the Annual Meeting.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

149,521,756

 

 

5,792,184

 

 

 

463,358

 

 

 

14,817,187

 

 


 

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.

 

 

 

Patterson-UTI Energy, Inc.

 

 

 

 

 

June 4, 2020

 

By:

 

/s/ Seth D. Wexler

 

 

 

 

Name: Seth D. Wexler

 

 

 

 

Title: Senior Vice President, General Counsel and Secretary

 

 

 

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Entity Tax Identification Number 75-2504748
Entity Address Address Line1 10713 W. Sam Houston Pkwy N
Entity Address, Address Line Two Suite 800
Entity Address City Or Town Houston
Entity Address State Or Province TX
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