Additional Proxy Soliciting Materials (definitive) (defa14a)
March 26 2020 - 5:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
§240.14a-12
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Nine Energy Service, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ANNUAL MEETING OF STOCKHOLDERS OF
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NINE ENERGY SERVICE, INC.
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May 5, 2020
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other
eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at - https://investor.nineenergyservice.com
Please sign, date and mail
your
proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ELECTION OF THESE NOMINEES FOR DIRECTOR IN PROPOSAL 1, AND A VOTE FOR FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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FOR
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AGAINST
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ABSTAIN
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1. Election of Class II Directors
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2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020
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NOMINEES:
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FOR ALL NOMINEES
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O Scott E. Schwinger
O Gary L. Thomas
O Andrew L. Waite
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WITHHOLD AUTHORITY FOR ALL NOMINEES
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FOR ALL EXCEPT (See instructions below)
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This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in the manner recommended by the Board of Directors as stated herein as appropriate.
In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
🌑
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MARK X HERE IF YOU PLAN TO ATTEND THE MEETING.
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Stockholder
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Date:
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Signature of Stockholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
of
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NINE ENERGY SERVICE, INC.
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To Be Held On:
May 5, 2020 at 8:30 a.m., Central Time
at The St. Regis Houston, 1919 Briar Oaks Lane, Houston, Texas 77027
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COMPANY NUMBER
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ACCOUNT NUMBER
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CONTROL NUMBER
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This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to
receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before
4/24/20.
Please visit https://investor.nineenergyservice.com, where the following materials are available for view:
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Notice of Annual Meeting of Stockholders
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Proxy Statement
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Form of Electronic Proxy Card
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Annual Report on Form 10-K
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TO REQUEST MATERIAL:
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TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
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E-MAIL: info@astfinancial.com
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WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
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TO VOTE:
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ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the
cut-off or meeting date.
IN PERSON:
You may vote your shares in person by attending the Annual Meeting.
TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
MAIL: You may request a card by following the instructions above.
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1. Election of
Class II Directors
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2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020
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NOMINEES:
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Scott E. Schwinger
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Gary L. Thomas
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Andrew L. Waite
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THESE NOMINEES FOR DIRECTOR IN PROPOSAL 1, AND A VOTE FOR
FOR PROPOSAL 2.
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Please note that you cannot use this notice to vote by mail.
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
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Shareholder Meeting to Be Held on May 05, 2020
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Meeting Information
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NINE ENERGY SERVICE, INC.
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Meeting Type: Annual Meeting
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For holders as of: March 13, 2020
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Date: May 05, 2020
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Time: 8:30 AM CST
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Location: The St. Regis Houston
1919 Briar Oaks Lane
Houston, Texas 77027
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You are receiving this communication because you hold
shares in the above named company.
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1.
Notice & Proxy Statement 2. Annual Report
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET:
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www.proxyvote.com
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2) BY TELEPHONE:
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1-800-579-1639
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3) BY E-MAIL*:
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 21, 2020 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person: If you
choose to vote these shares in person at the meeting, you must request a legal proxy. To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the
appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance.
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Vote By Internet: To
vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
available and follow the instructions.
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Vote By Mail: You can
vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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Internal Use
Only
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Voting items
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The Board of Directors recommends that you
vote FOR the following:
1. Election of Directors
Nominees
01 Scott E. Schwinger
02 Gary L. Thomas
03 Andrew L. Waite
The Board of Directors recommends you vote FOR the following proposal(s):
2 To appoint PricewaterhouseCoopers LLP as the independent registered public
accounting firm of the Company for the fiscal year ending December 31, 2020, and to authorize the directors to fix the independent registered public accounting firms remuneration.
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Reserved for Broadridge Internal Control Information
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THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
BANKS AND BROKERS
AS REQUIRED BY
THE NEW YORK STOCK EXCHANGE
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Broadridge Internal Use Only
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THIS SPACE RESERVED FOR SIGNATURES IF
APPLICABLE
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Job #
Envelope #
Sequence #
# of # Sequence
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