Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 9, 2019, the Board of Directors (the
Board) of Quintana Energy Services Inc., a Delaware corporation (the Company), expanded the size of the Board to seven members and appointed
Bobby S. Shackouls to the Board as a director, with a term expiring at
the 2019 annual meeting of stockholders or until his successor is elected and qualified, or, if earlier, until his death, disability, resignation, disqualification, or removal from the Board. Based on information provided by Mr. Shackouls
concerning his background, employment and affiliations, the Board determined that Mr. Shackouls meets the independence requirements under the rules of the New York Stock Exchange (the NYSE) and the Companys independence
standards, including the additional independence requirements of the NYSE and those under Rule
10A-3
of the Securities Exchange Act of 1934 applicable to members of audit committees, and that there are no
transactions between the Company and Mr. Shackouls that would require disclosure under Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Mr. Shackouls and any
other persons pursuant to which he was appointed as a director of the Company. Mr. Shackouls has been appointed as a member to the Audit Committee.
Mr. Shackouls will receive the standard
non-employee
director compensation for his service as a
director, which compensation will consist of: (i) an annual cash retainer of $60,000 for his service on the Board (payable in quarterly installments), (ii) an annual cash retainer of $10,000 for his service on the Audit Committee and
(iii) an annual equity award under the Quintana Energy Services Inc. 2018 Long Term Incentive Plan with a grant date fair value equal to $100,000.
In connection with his appointment, the Company and Mr. Shackouls will enter into an indemnification agreement, which requires the
Company, among other things, to indemnify him to the fullest extent permitted by law against liability that may arise by reason of his service as a director, and to advance expenses incurred as a result of any proceeding against him as to which he
could be indemnified.
For a full description of the compensation program for the Companys
non-employee
directors and the Companys indemnification agreements, please see the Companys Annual Report on
10-K
for the fiscal year ended December 31,
2017, filed with the Securities and Exchange Commission on March 30, 2018.
Mr. Shackouls was the Chairman of Burlington
Resources, Inc. from 1997 until its acquisition by ConocoPhillips in 2006. Subsequent to the acquisition, Mr. Shackouls served on the ConocoPhillips Board of Directors until his retirement in 2011. He joined Burlington Resources/Meridian Oil
Inc. in 1993 as Executive Vice President and Chief Operating Officer, and held positions of increasing leadership responsibility, including Chairman, President and Chief Executive Officer of Burlington Resources Inc. Mr. Shackouls began his
career with Exxon Company U.S.A. in New Orleans where he held several engineering positions. He currently serves as a director on the boards of Oasis Petroleum Inc., The Kroger Co. and Plains GP Holdings, LLC, the ultimate general partner of Plains
All American Pipeline, L.P. Mr. Shackouls also serves on the boards of the Sam Houston Area Council and the National Board of the Boy Scouts of America, and the Mississippi State University Foundation. He is a past Chairman of the National
Petroleum Council. Mr. Shackouls holds a Bachelor of Science degree in chemical engineering from Mississippi State University.
The
Board believes that Mr. Shackouls extensive leadership experience in diverse energy markets and thorough understanding of the needs of the customers in such markets qualify him to him serve as a director on the Board.