UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
washington, d.c. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of the Company was held on April 25, 2023. At the Annual Meeting the stockholders of the Company (i) elected three Class I Nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) held a nonbinding vote on executive compensation; and (iv) held a nonbinding vote regarding the frequency of voting on executive compensation.
The voting results for each proposal are as follows:
1. To elect the three Class I Nominees to the Board of Directors:
| For | Withheld | Broker Non-Vote | ||||
| Class I Nominees: | ||||||
| Jerry W. Nix | 172,250,301 | 23,770,182 | 9,585,166 | |||
| Patrick J. Gunning | 192,735,650 | 3,284,833 | 9,585,166 | |||
| Ben M. Palmer | 184,370,727 | 11,649,756 | 9,585,166 |
2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes with respect to this proposal:
| For | Against | Abstain | ||
| 205,000,095 | 539,569 | 65,985 |
3. To hold a non-binding vote on executive compensation:
| For | Against | Abstain |
Broker Non-Vote | |||
| 193,152,683 | 2,717,845 | 149,952 | 9,585,169 |
4. To hold a nonbinding vote regarding the frequency of voting on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstain |
Broker Non-Vote | ||||
| 46,764,383 | 53,879 | 148,985,328 | 216,886 | 9,585,173 |
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will hold a non-binding advisory vote on executive compensation every three years.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RPC, Inc. | ||
| Date: April 27, 2023 | /s/ Michael L. Schmit | |
| Michael L. Schmit | ||
| Vice President Chief Financial Officer and Treasurer |
||
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