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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 18, 2020

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Nuverra Environmental Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware

001-33816

26-0287117

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6720 N. Scottsdale Road, Suite 190, Scottsdale, AZ 85253

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 903-7802

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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.):

☐			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, $0.01 par value			NES			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.

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

On December 18, 2020, Nuverra Environmental Solutions, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) where four matters were submitted to a vote of the stockholders. The matters are described in greater detail in the Company’s Proxy Statement, filed with the U.S. Securities and Exchange Commission on October 30, 2020. At the Annual Meeting, abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.

At the Annual Meeting, the stockholders: (1) elected Charles K. Thompson and Lawrence A. First as Class III Directors to serve a three-year term expiring on the date of the 2023 annual meeting of stockholders; (2) approved the compensation of the Company’s named executive officers on an advisory (nonbinding) basis; (3) ratified the appointment of Moss Adams, LLP (“Moss Adams”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (4) approved the First Amendment of the 2018 Restricted Stock Plan for Directors that includes an increase in the aggregate number of shares that may be issued under the 2018 Restricted Stock Plan for Directors by 150,000 shares. A detailed description of the vote follows.

Proposal 1

The Company’s stockholders elected two nominees for Class III Directors with votes as follows:

Name						For						Withheld						Broker Non-Votes
Charles K. Thompson						14,063,502						15,846						501,868
Lawrence A. First						14,054,757						24,591						501,868

Proposal 2

The Company’s stockholders approved, on an advisory (nonbinding) basis, the compensation awarded by the Company to its named executive officers with votes as follows:

For						Against						Abstain						Broker Non-Votes
14,062,896						14,374						2,078						501,868

Proposal 3

The Company’s stockholders ratified the selection of Moss Adams as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 with votes as follows:

For						Against						Abstain						Broker Non-Votes
14,540,004						25,365						15,847						0

Proposal 4

The Company’s stockholders approved the First Amendment of the 2018 Restricted Stock Plan for Directors that includes an increase in the aggregate number of shares that may be issued under the 2018 Restricted Stock Plan for Directors by 150,000 shares with votes as follows:

For						Against						Abstain						Broker Non-Votes
14,054,934						22,402						2,012						501,868

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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.

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

Date: December 18, 2020

By:

/s/ Joseph M. Crabb

Name:

Joseph M. Crabb

Title:

Executive Vice President and Chief Legal Officer