8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

 

August 7, 2020

 

 

 

SUPERIOR DRILLING PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

Utah   46-4341605
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

1583 South 1700 East

Vernal, Utah

  84078
(Address of principal executive offices)   (Zip code)

 

Commission File Number: 001-36453

 

Registrant’s telephone number, including area code: (435) 789-0594

 

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 Exchange Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, $0.001 par value   SDPI   NYSE American

 

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 2.02. Results of Operations and Financial Condition.

 

On August 7, 2020, Superior Drilling Products, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ending June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The webcast and slide presentation for the earnings call are available on the Investors page of the Company’s website at www.sdpi.com. Information on the Company’s website is not deemed to be incorporated herein by reference. The slide presentation is furnished herewith as Exhibit 99.2.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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

 

At the Annual Meeting of Stockholders of the Company on August 7, 2020, two Class III directors were elected for a term expiring on the date of the annual meeting for the year ended December 31, 2023. As to the nominees for director, the results of the voting were as follows:

 

Name of Nominee  

Number of Votes

Voted For

 

Number of Votes

Withheld

 

Number of Broker

Non-Votes

G. Troy Meier   13,964,397   1,076,762   6,757,641
Robert E. Iversen   13,943,729   1,097,430   6,757,641

 

The result of the vote on the ratification of the Plan Amendment to increase the number of shares of common stock under the 2015 Incentive Plan from 3,032,878 to 5,576,326 was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
13,439,714   356,096   1,245,349    6,757,641

 

The result of the advisory vote on the frequency of holding future advisory votes on executive compensation was as follows:

 

Number of Votes
Voted For 1 Year
  Number of Votes
Voted For 2 Years
  Number of Votes
Voted for 3 Years
  Number of
Votes Abstaining
2,399,387   58,486   12,556,053    27,233

 

The result of the vote on the advisory vote on executive compensation was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
14,694,275   279,748   67,136    6,757,641

 

The result of the vote on the ratification of Moss Adams LLP as the Company’s independent registered public accounting firm was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
21,702,403   14,255   82,142  

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number   Description
     
99.1   Press release dated August 7, 2020 regarding second quarter 2020 earnings.*
     
99.2   Slide presentation accompanying earnings call.*

 

*Furnished herewith.

 

   

 

 

SIGNATURE

 

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.

 

Date: August 10, 2020

 

  SUPERIOR DRILLING PRODUCTS, INC.
   
  /s/ Christopher D. Cashion
  Christopher D. Cashion
  Chief Financial Officer