Item 5.07 Submission of Matters to Vote of Security Holders.
On Thursday June 18, 2020, at 3:00 p.m., NexTier Oilfield Solutions Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company's common stock voted in person or by proxy at the Annual Meeting was 200,067,967, representing approximately 94% of the 213,735,612 shares that were outstanding and entitled to vote as of the record date. At the Annual Meeting, the Company’s stockholders voted on the following proposals, and the final voting results for each proposal are set forth below:
Proposal 1 – The election of nine directors to serve until the 2021 Annual Meeting or, in each case, until his or her earlier death, retirement, resignation or removal.
The following directors were elected based on the votes listed below:
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Director Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Robert Drummond
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177,633,229
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823,807
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166,174
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21,444,757
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Stuart Brightman
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177,696,944
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758,216
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168,050
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21,444,757
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Gary M. Halverson
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164,099,275
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14,354,609
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169,326
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21,444,757
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Patrick Murray
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177,486,821
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968,271
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168,118
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21,444,757
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Amy H. Nelson
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177,371,310
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1,084,551
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167,349
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21,444,757
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Mel Riggs
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177,697,984
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755,898
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169,328
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21,444,757
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Michael Roemer
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177,749,399
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706,659
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167,152
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21,444,757
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James C. Stewart
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177,430,690
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1,024,614
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167,906
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21,444,757
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Scott Wille
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177,697,560
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756,534
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169,116
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21,444,757
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Proposal 2 – The ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2020.
The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting for the year ending December 31, 2020, as recommended by the Company’s Board of Directors, based on the votes listed below:
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For
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Against
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Abstain
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198,881,727
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1,085,966
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100,274
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Proposal 3 – Advisory vote to approve the 2019 compensation of the company’s named executive officers.
As reflected below, the Company’s stockholders approved, on an advisory basis, the 2019 compensation of the Company’s named executive officers, as recommended by the Company’s Board of Directors.
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For
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Against
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Abstain
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Broker Non-Votes
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164,534,562
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12,710,065
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1,378,583
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21,444,757
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Proposal 4 – A vote to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, with the ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Board of Directors of the Company.
As reflected below, the Company’s stockholders approved the amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, with the ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Board of Directors of the Company, as recommended by the Company’s Board of Directors.
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For
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Against
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Abstain
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197,535,644
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2,330,199
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202,124
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