SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
|Date of Report (Date of earliest event reported): June 9, 2020|
Mammoth Energy Services, Inc.
(Exact name of registrant as specified in its charter)
(Commission File No.)
|(State or other jurisdiction of|
incorporation or organization)
| ||(I.R.S. Employer|
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|14201 Caliber Drive, Suite 300|
Oklahoma City, Oklahoma
|(Address of principal executive offices)|| ||(Zip Code)|
(Registrant’s telephone number, including area code)
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:
¨ 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(s)||Name of each exchange on which registered|
|Common Stock||TUSK||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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(s) of the Exchange Act. ¨
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2020, the Board of Directors (the “Board”) of Mammoth Energy Services, Inc., a Delaware corporation (the “Company”), adopted the First Amendment (the “First Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately upon its adoption by the Board. The First Amendment includes amendments that provide for (1) the election of directors in an uncontested election by a majority of the votes cast, and (2) the plurality voting standard for contested elections of directors. The First Amendment also amends the director nomination procedures set forth in Section 3.2(d) of the Bylaws by requiring a stockholder’s notice of a director nomination to include a written statement from such proposed nominee as to whether such proposed nominee, if elected, intends to adhere to the Company’s director resignation policy (the “Director Resignation Policy”), which the Board adopted in connection with the First Amendment.
Under the Director Resignation Policy, each director submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating and Corporate Governance Committee of the Board would make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. Under the Director Resignation Policy, the Board will nominate for election or re-election as directors, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above.
The preceding summary of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and 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 thereunto duly authorized.
| || || || || ||MAMMOTH ENERGY SERVICES, INC.|
|Date:||June 9, 2020|| ||By:|| ||/s/ Mark Layton|
| || || || || ||Mark Layton|
| || || || || ||Chief Financial Officer and Secretary|
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