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): December 13, 2019

 


 

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38035

 

26-3685382

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

1706 S. Midkiff, Bldg. B
Midland, TX

 

79701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (432) 688-0012

 


 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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, par value $0.001 per share

 

PUMP

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).                                                                                                                                                                                                          Emerging growth company o

 

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. o

 

 

 


 

Item 5.02                   Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 13, 2019, the board of directors (the “Board”) of ProPetro Holding Corp. (the “Company”) appointed Michele V. Choka to the Board as a director, effective as of February 1, 2020. Also effective February 1, 2020, Ms. Choka was appointed to serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee. The Board determined that Ms. Choka meets the independence requirements under the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and that there are no transactions between the Company and Ms. Choka that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Ms. Choka and any other person pursuant to which Ms. Choka was selected to serve as a director of the Board.

 

Ms. Choka will receive the standard non-employee director compensation for her service on the Board as provided in the Company’s Amended and Restated Non-Employee Director Compensation Policy, which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2019.

 

In connection with Ms. Choka’s appointment to the Board, the Company entered into an Indemnification Agreement with Ms. Choka (the “Indemnification Agreement”) pursuant to which the Company will be required to indemnify Ms. Choka to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company and to advance her expenses incurred as a result of any proceeding against her to which she could be indemnified.

 

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 7.01                   Regulation FD Disclosure.

 

On December 19, 2019, the Company issued a press release announcing the appointment of Ms. Choka to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information furnished with this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit
Number

 

Description of Exhibit

10.1

 

Form of Indemnification Agreement for Officers and Directors of ProPetro Holding Corp. (incorporated by reference to Exhibit 10.33 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2018).

 

 

 

99.1

 

Press Release dated December 19, 2019

 

2


 

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.

 

 

PROPETRO HOLDING CORP.

 

 

Date: December 19, 2019

By:

/s/ Darin G. Holderness

 

 

Darin G. Holderness

 

 

Interim Chief Financial Officer

 

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