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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): March 19, 2009 (March 13, 2009)
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-32693
(Commission
File Number)
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54-2091194
(IRS Employer
Identification No.) |
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500 W. Illinois, Suite 100
Midland, Texas
(Address of principal executive offices)
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79701
(Zip Code) |
Registrants telephone number, including area code: (432) 620-5500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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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 |
2009 Base Salaries and 2008 Cash Bonuses
On March 13, 2009, our Compensation Committee, after discussion with a compensation
consultant, set base salaries for our named executive officers for 2009 and approved cash bonuses for
2008. Cash bonus amounts for 2008 include payments previously made pursuant to our quarterly
incentive plan. The approved 2009 base salary and 2008 cash bonus
for each of our named executive officers is set
forth below.
The approved 2009 base salaries are the same as the current base
salaries for all of our named executive
officers. Separately, in connection with salary and wage reductions
for employees throughout the Company to be effective March 30, 2009, the approved 2009 base
salaries for all of our named executive officers will be reduced,
effective March 30, 2009, to the amounts
set forth under Revised 2009 Base Salary in the table below.
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2009 Base Salary |
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Revised
2009 Base Salary |
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2008 Cash Bonus |
Kenneth V. Huseman
President, Chief Executive Officer and Director |
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550,000 |
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$495,000 |
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$ |
330,000 |
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Alan Krenek
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
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$ |
300,000 |
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$276,000 |
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$ |
170,000 |
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T.M. Roe Patterson
Senior Vice President Rig and Truck Operations |
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$ |
275,000 |
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$253,000 |
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$ |
150,000 |
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Charles W. Swift
Vice President Gulf Coast Region |
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$ |
200,000 |
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$200,000 |
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$ |
75,000 |
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James E. Tyner
Vice President Human Resources |
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$ |
190,000 |
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$176,700 |
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$ |
80,000 |
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Performance-Based Stock Awards
On March 13, 2009, the Compensation Committee of our Board of Directors approved grants of
performance-based stock awards to each of our named executive officers. Pursuant to the grant agreements, the performance-based awards consist of (1) shares to
be earned upon the Company achieving an earnings per share target (which we refer to as the EPS
Target Shares), and (2) shares to be earned upon the Company achieving a return on capital
employed target (which we refer to as the ROCE Target Shares). Earning of the shares is based on
the performance metrics discussed below measured over the Performance Period (defined as the
three-year period beginning January 1, 2007 and ending December 31, 2009) as compared to other
members of the PB Peer Group (as defined below).
The number of EPS Target Shares, ROCE Target Shares and maximum number of shares of restricted
stock that may be earned by each named executive officer pursuant to the grant agreement is set forth below:
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EPS Target Shares |
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ROCE Target Shares |
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Maximum Shares |
Kenneth V.
Huseman(1)
President, Chief Executive Officer and Director |
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41,250 |
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41,250 |
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123,750 |
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Alan Krenek
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
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15,000 |
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15,000 |
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45,000 |
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T.M. Roe Patterson
Senior Vice President Rig and Truck Operations |
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7,750 |
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7,750 |
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23,250 |
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Charles W. Swift
Vice President Gulf Coast Region |
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6,250 |
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6,250 |
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18,750 |
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James E. Tyner
Vice President Human Resources |
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6,500 |
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6,500 |
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19,500 |
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(1) The award to Mr. Huseman is qualified in that such shares shall be deemed earned,
and shall be issued (subject to vesting or otherwise), only to the extent that such shares
are available for issuance under the Companys Third Amended and Restated 2003 Incentive
Plan, as further amended.
2
The grantee will earn shares as follows: (A) 150% of the target share amounts set forth above
based on the Companys performance being equal to or above the relevant performance metric of the
best performing member of the PB Peer Group, (B) 50% of the target share amounts set forth above
based on the Companys performance being equal to the worst performing member of the PB Peer Group,
and (C) a range between 50-150% of the target share amounts set forth above based on the Companys
performance being above or below the median of the entire PB Peer Group with respect to the
relevant performance metric and within clauses (A) and (B) of this sentence (with 100% of the
target share amounts set forth above being earned if the Companys performance is equal to the
median of the entire PB Peer Group with respect to the relevant performance metric).
Notwithstanding the foregoing, if the Company incurs a net loss based on the Companys average
EPS for the Performance Period, none of the EPS Target Shares shall be deemed earned with respect
to the EPS Performance Metric. Additionally, if (i) the Companys ROCE Performance Metric is below
the worst performing company in the PB Peer Group and (ii) the Companys ROCE Performance Metric is
less than 75% of the lowest PB Peer Group member, none of the ROCE Target Shares shall be deemed
earned with respect to the ROCE Performance Metric.
ROCE Performance Metric means ROCE during the Performance Period. ROCE
means return on capital employed during the Performance Period, calculated as (i) earnings (loss)
before interest and taxes divided by (ii) average total assets, less current liabilities, in each
case as calculated in accordance with U.S. generally accepted accounting principles (GAAP) and as
reported on the Companys quarterly financial statements for periods completed during the
Performance Period.
EPS Performance Metric means the change in earnings per share for continuing operations (as
calculated in accordance with GAAP) during the Performance Period.
PB Peer Group means each of the following companies: (1) Pioneer Drilling Co.; (2) Bronco
Drilling Company, Inc.; (3) Tetra Technologies, Inc.; (4) Oil States International, Inc.; (5) Union
Drilling, Inc.; (6) Superior Well Services, Inc.; (7) Complete Production Services, Inc.; (8)
Allis-Chalmers Energy Inc.; (9) Superior Energy Services, Inc.; and (10) Key Energy Services, Inc;
provided, the Compensation Committee in its sole discretion may substitute another company into the
peer group under certain circumstances as set forth in the grant agreements.
Once earned, if not earlier vested, the shares of restricted stock will vest in one-third
increments on March 15, 2011, 2012 and 2013. All unvested shares of restricted stock will be
forfeited by the grantee (a) if the grantees employment with the Company is terminated by the
Company for Cause before the restricted stock is vested or (b) if the grantee terminates his
employment with the Company before the restricted stock is vested for any reason other than (i)
Good Reason or (ii) the death or Disability of the grantee, as such terms are defined in the
grant agreement. The grantee will vest in all rights to the restricted stock on the earlier of (i)
the dates set forth above; (ii) termination by the Company without Cause; (iii) the death or
Disability of the grantee; or (iv) Termination for Good Reason.
The foregoing description of this item is qualified in its entirety by reference to the full
text of the form of Performance-Based Award Agreement, which is filed as Exhibit 10.1 to this
report and incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Form of Performance-Based Award Agreement (effective March 2009).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Basic Energy Services, Inc.
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Date: March 19, 2009 |
By: |
/s/ Alan Krenek
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Alan Krenek |
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Senior Vice President, Chief Financial Officer,
Treasurer and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Form of Performance-Based Award Agreement (effective March 2009). |