Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The board of directors ("Board") of Cactus, Inc. (the "Company") approved an
increase in the number of directors on the Board from seven to eight and
appointed Melissa Law to fill the newly created vacancy resulting from the
increase in the number of directors, effective as of January 30, 2020. Ms. Law
was appointed as a Class II director, with an initial term expiring at the 2022
annual meeting of stockholders. In connection with her appointment to the Board,
Ms. Law was appointed to serve on the audit committee and the compensation
committee of the Board, bringing the size of each of those committees to four.
The increase in the size of the Board, the election of Ms. Law to fill the newly
created vacancy on the Board and Ms. Law's appointment to the audit committee
and the compensation committee were based upon the recommendation of the
Company's nominating and governance committee.
In connection with her appointment, the Board reviewed the independence of Ms.
Law using the independence standards of the New York Stock Exchange ("NYSE") and
the Securities and Exchange Commission and, based on this review, determined
that Ms. Law is independent within the meaning of the applicable NYSE listing
standards currently in effect and within the meaning of Section 10A-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Ms. Law is an accomplished executive leader with significant experience in the
oilfield services industry and more recent experience in the food & beverage
ingredient industry. Ms. Law has served as the President of Global Operations
for Tate & Lyle since September 2017. As a member of the Executive Leadership
team at Tate & Lyle, Ms. Law is responsible for leading the Environmental,
Health and Safety, Quality, and Sustainability Programs, the end to end supply
chain and logistics function as well as the global manufacturing and engineering
organizations. Prior to joining Tate and Lyle, Ms. Law held various roles of
increasing responsibility at Baker Hughes Incorporated from 1997 to 2017. At
Baker Hughes, Ms. Law had full profit and loss responsibility for Baker Hughes'
Global Specialty Chemical Business from 2014 to 2017 as well as Baker Hughes'
Australasia geo-market from 2013 to 2014. Prior to those roles, Ms. Law held
various other senior leadership roles in technology, manufacturing and
operations at Baker Hughes. Ms. Law is a graduate of the University of Houston
from where she holds a Master of Science in Environmental Chemistry. The Company
believes Ms. Law's qualifications to serve on the board include her 20 years of
experience in the energy industry and her multi-industry executive leadership
and supply chain expertise.
The Company has entered into its standard form of indemnification agreement with
Ms. Law. The form indemnification agreement was previously filed as Exhibit 10.6
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, as filed with the Securities and Exchange Commission on March
15, 2019 and is incorporated by reference herein.
Ms. Law was not appointed pursuant to any arrangement or understanding with any
other person and there are no family relationships between Ms. Law and the other
directors or executives of the Company. There are no transactions in which Ms.
Law has an interest requiring disclosure on the part of the Company under Item
404(a) of Regulation S-K promulgated under the Exchange Act.
As a non-employee director, Ms. Law will be entitled to receive an annual cash
retainer of $80,000 per year, payable quarterly in arrears. As a member of the
Company's audit committee and nominating and governance committee, Ms. Law will
also receive additional cash retainers totaling $15,000. Each member of the
Board is entitled to be reimbursed for out-of-pocket expenses incurred in
connection with attending Board and committee meetings.
On January 30, 2020, in connection with her appointment to the Board, Ms. Law
received an award of 3,361 restricted stock units having a grant date value of
$100,000. The grant will vest on the one-year anniversary of the grant date and
be subject to substantially similar terms and conditions as the equity awards
granted to the other members of the Board, as described in the Company's most
recent Proxy Statement.
A copy of the press release announcing the appointment of Ms. Law is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective January 28, 2020, the Board, upon the recommendation of the nominating
and governance committee, approved an amendment (the "Bylaws Amendment") to the
Company's Amended and Restated Bylaws (the "Bylaws") to provide for a director
resignation policy (the "Director Resignation Policy"). The following is a
summary of the Director Resignation Policy contained in the Bylaws Amendment:
Subject to the rights of the holders of any series of preferred stock to elect
directors under specified circumstances, at any meeting at which directors are
to be elected, the directors shall be elected by a plurality of votes cast by
the holders of shares entitled to vote in the election. If, in an election where
the number of director nominees does not exceed the number of directors to be
elected (an "Uncontested Election"), the number of shares voted "for" an
incumbent director nominee does not exceed the number of "withhold" votes
received by such incumbent director nominee, such incumbent director shall be
deemed to have tendered his or her resignation to the Board for consideration
following the certification of the election results. The nominating and
governance committee of the Company shall consider such resignation and make a
recommendation to the Board on whether to accept or reject such incumbent
director's resignation or whether other action should be taken. The Board shall
then consider each such tendered resignation and act on each, taking into
account its fiduciary duties to the Company and the stockholders. Within 90 days
from the date of the certification of the election results, the Company shall
publicly disclose the decision of the Board, and, if applicable, the Board's
reason for rejecting any such tendered resignation(s). An incumbent director who
shall be deemed to have tendered his or her resignation for consideration shall
not participate in the Company's nominating and governance committee's
recommendation or the Board's decision, or any deliberations related thereto. If
a director's resignation is accepted by the Board, then the Board may fill the
resulting vacancy pursuant to the applicable provisions of the Bylaws or may
decrease the size of the Board. The Board shall nominate for election or
re-election as director only candidates who have tendered irrevocable
conditional resignations that will be effective upon (i) the failure of such
director to receive more "for" votes than "withhold" votes at the next annual
meeting at which they face re-election in an Uncontested Election; and (ii)
Board acceptance of such resignation. In addition, the Board shall fill director
vacancies and new directorships only with candidates who agree to tender,
promptly following their appointment to the Board, the same form of resignation
tendered by the other directors. In connection with the adoption of the Bylaws
Amendment, each of the Company's directors will execute an irrevocable
conditional resignation in the form attached as Annex A to the Bylaws Amendment.
The foregoing description of the Bylaws Amendment and the Director Resignation
Policy does not purport to be complete and is qualified in its entirety by
reference to the Bylaws Amendment, attached hereto as Exhibit 3.1 and
incorporated by reference herein, and the Director Resignation Policy set forth
therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 First Amendment to the Amended and Restated Bylaws of Cactus, Inc.
99.1 Press Release of Cactus, Inc. dated January 30, 2020 relating to
appointment of director.
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