Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
TTES > SEC Filings for TTES > Form 8-K on 5-Jun-2009All Recent SEC Filings

Show all filings for T-3 ENERGY SERVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for T-3 ENERGY SERVICES INC


5-Jun-2009

Change in Directors or Principal Officers, Financial Statements and Exhib


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Amended and Restated Stock Incentive Plan T-3 Energy Services, Inc. (the "Company") held its annual meeting of stockholders at the Omni Houston Hotel Westside on Thursday, June 4, 2009. At the annual meeting of stockholders (the "Annual Meeting"), the shareholders voted to approve the amendment and restatement of the 2002 Stock Incentive Plan, which primarily increases the number of common shares of common stock authorized for issuance thereunder from 2,000,000 to 2,623,000. A copy of the amended and restated 2002 Stock Incentive Plan is attached hereto as Exhibit 10.1. Please refer to the text of Exhibit 10.1 hereto and to the description of the amendment and restatement contained in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 22, 2009. Class Redesignation
Also, on June 4, 2009, as permitted under the Company's Certificate of Incorporation, as amended, the Board of Directors redesignated the directorship of James M. Tidwell from Class II to Class I following his re-election as a Class II director at the Annual Meeting, to more nearly achieve equality of the number of directors among the classes. As a result, the Company's Board of Directors now consists of two Class I directors, two Class II directors and one Class III director.
Grants of Equity Awards
Further on June 4, 2009, the Compensation Committee made the following grants of equity awards:
• 4,000 shares of restricted stock to each of the Company's independent directors (Robert L. Ayers, Thomas R. Bates, Jr., Lisa W. Rodriguez and James M. Tidwell). These restricted shares will vest on June 4, 2010.

• 7,500 shares of restricted stock and options to purchase 10,000 shares of common stock at an exercise price of $15.43 per share (the closing price of the Company's common stock on June 4, 2009) to each of James M. Mitchell, the Company's Senior Vice President and Chief Financial Officer and Keith A. Klopfenstein, the Company's Senior Vice President-Pressure Control Group. The restricted shares vest in three equal installments on June 4, 2011, June 4, 2012 and June 4, 2013. The stock options vest in three equal installments on June 4, 2010, June 4, 2011 and June 4, 2012.

• 10,000 shares of restricted stock and options to purchase 100,000 shares of common stock to Steven W. Krablin, the Company's President, Chief Executive Officer and Chairman of the Board of Directors. Mr. Krablin's equity awards were authorized by the Compensation Committee of the Board of Directors on March 23, 2009, conditioned on stockholder approval of the amended and restated 2002 Stock Incentive Plan as required under his employment agreement dated that same date. As such, the exercise price for Mr. Krablin's options is $14.85 per share, the closing price of the Company's common stock on March 23, 2009 and the restricted shares and stock options vest in two equal installments on March 23, 2010 and March 23, 2011.

Salary Increase
Additionally, on June 4, 2009, Keith A. Klopfenstein, the Company's Senior Vice President - Pressure Control Group, received a base salary increase from $201,317 per year to $250,000 per year. All other terms of Mr. Klopfenstein's employment agreement remain in effect.
Item 8.01. Other Events
The Annual Meeting was held to (i) elect three members to Class II of the Board of Directors, (ii) to vote on a proposal to amend and restate the Company's 2002 Stock Incentive Plan primarily to increase the number of shares of common stock authorized for issuance thereunder from 2,000,000 to 2,623,000, and (iii) to ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2009.
At the Annual Meeting, James M. Tidwell, Robert L. Ayers and Thomas R. Bates, Jr. were each elected as Class II directors with terms to expire at the 2012 Annual Meeting. As a result of his redesignation to Class I, Mr. Tidwell's term will expire in 2011. The proposal to amend and restate the Company's 2002 Stock Incentive Plan was approved by the stockholders. The proposal to ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2009 was ratified. The detailed results are presented below:


Table of Contents

Proposal One - Election of Class II Directors

                                    Number of Votes      Number of Votes
                                       Voted For             Withheld
             James M. Tidwell            10,097,598            1,303,931
             Robert L. Ayers             10,870,569              530,960
             Thomas R. Bates, Jr         10,800,742              600,787

Proposal Two - Amendment and Restatement of the 2002 Stock Incentive Plan
Primarily to Increase the Number of Shares Available Thereunder

        Number of Votes   Number of Votes   Number of Votes   Number of Broker
           Voted For       Voted Against      Abstaining         Non-Votes
           6,624,208         2,350,344          384,169          2,042,808

Proposal Three - Proposal to ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2009

                Number of Votes   Number of Votes   Number of Votes
                   Voted For       Voted Against      Abstaining
                  11,133,841          77,050            190,638



Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit 10.1 Amended and Restated 2002 Stock Incentive Plan


Table of Contents

  Add TTES to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for TTES - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2010 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.