Current Report Filing (8-k)
19 Abril 2023 - 3:54PM
Edgar (US Regulatory)
April 18, 2023FALSE000169402800016940282023-04-182023-04-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2023
Liberty Energy Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| | | | |
| Delaware | | 001-38081 | | 81-4891595 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
950 17th Street, Suite 2400
Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices)
(303) 515-2800
(Registrant’s Telephone Number, Including Area Code)
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)) |
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| Securities registered pursuant to Section 12(b) of the Act |
| | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| | | | | | |
| Class A Common Stock, par value $0.01 | | LBRT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On April 19, 2023, Liberty Energy Inc., a Delaware corporation (the “Company”), issued a press release announcing its results for the first quarter ended March 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.
Item 5.07. Submission of Matters to a Vote of Security Holders
Voting results for each proposal considered at the Company’s annual meeting of stockholders (the “Annual Meeting”), held April 18, 2023, are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 7, 2023.
Proposal 1: Election of three directors.
The three individuals listed below were elected as Class I directors of the Company at the Annual Meeting to serve for a term of three years. Voting results for each director were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Names | | For | | Withheld | | Broker Non-Votes |
| Simon Ayat | | 114,512,123 | | 27,396,789 | | 10,992,841 |
| Gale A. Norton | | 89,830,463 | | 52,078,449 | | 10,992,841 |
| Cary D. Steinbeck | | 105,940,845 | | 35,968,067 | | 10,992,841 |
Proposal 2: Advisory vote on the compensation of the named executive officers.
Voting results with respect to the advisory vote on the compensation of the named executive officers were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 139,251,531 | | 2,498,669 | | 158,712 | | 10,992,841 |
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023.
Voting results with respect to the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 152,776,524 | | 49,647 | | 75,582 | | 0 |
Item 9.01. Financial Statements and Exhibits
(d)Exhibits. | | | | | | | | |
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | | |
SIGNATURE
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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| | | | | | |
| | | | | | LIBERTY ENERGY INC. |
| | | |
Dated: April 19, 2023 | | | | By: | | /s/ R. Sean Elliott |
| | | | | | R. Sean Elliott |
| | | | | | Chief Legal Officer and Corporate Secretary |
Liberty Energy (NYSE:LBRT)
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