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): May 26, 2009
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32693
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54-2091194 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation )
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File Number)
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Identification No.) |
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| 500 W. Illinois, Suite 100 |
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| Midland, Texas
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79701 |
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(Zip Code) |
Registrant’s telephone number, including area code: (432) 620-5500
Not Applicable
(Former name or former address, if changed since last report.)
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 (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendments to 2003 Incentive Plan
On April 13, 2009, the board of directors (the “Board”) of Basic Energy Services, Inc.
(“Basic”) approved the Fourth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan
(the “Restated Incentive Plan”), subject to stockholder approval, which amends certain provisions
of Basic’s 2003 Incentive Plan. The amendments in the Restated Incentive Plan consist primarily of
(i) increasing the total number of shares of common stock available for issuance from 5,000,000 to
7,100,000; (ii) increasing the annual limits of options, restricted stock, phantom shares and other
stock-based awards that may be granted to any participant from 100,000 shares to
300,000 shares; and (iii) increasing the annual limit of maximum value of performance awards that
can be granted to any participant from $500,000 to $2,000,000. The Restated Incentive Plan was
submitted for stockholder approval at Basic’s 2009 Annual Meeting of Stockholders. A summary and
copy of the Restated Incentive Plan were included in Basic’s definitive proxy statement relating to
the 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April
24, 2009.
On May 26, 2009, at Basic’s 2009 Annual Meeting of Stockholders, Basic’s stockholders approved
the Restated Incentive Plan. A copy of the Restated Incentive Plan is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Election of New Director
On May 26, 2009, the Board increased the size of the Board from eight to nine directors and
appointed Antonio O. Garza to the Board. There has not been a determination as to whether Mr. Garza
will be named to any committees of the Board. There was no arrangement or understanding between Mr.
Garza and any other persons pursuant to which he was selected as a director. There are no
relationships or transactions between Mr. Garza and Basic or any of Basic’s subsidiaries that would
require disclosure pursuant to Item 404(a) of
Regulation S-K.
Consistent with Basic’s prior compensation practices for non-employee directors, Mr. Garza has
received a grant of 37,500 restricted shares of Basic’s common stock pursuant to the Restated
Incentive Plan, which will vest in one-third increments on each of May 26, 2010, 2011 and 2012.
On June 1, 2009, Basic issued a press release announcing the appointment of Mr. Garza to the
Board. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 10.1
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Fourth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan |
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Exhibit 99.1
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Press release dated June 1, 2009 |