RES RPC Inc

RPC, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-8726

58-1550825

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

RES

New York Stock Exchange

·

To declassify the Board and instead provide for annual elections of directors beginning with the Company’s 2025 Annual Meeting of stockholders (the “2025 Annual Meeting”). In order to immediately declassify the Board at the 2025 Annual Meeting, following approval of the Amended and Restated Bylaws, each of the Company’s directors whose term did not expire at the 2025 Annual Meeting tendered his resignation from his Class I or Class II term, as applicable, effective immediately prior to the holding of the election of directors at the 2025 Annual Meeting, solely for the purpose of shortening their terms as directors of the Company in order that each of them may be nominated for election as a director for a one-year term at the 2025 Annual Meeting. In connection with declassifying the Board, following the 2025 Annual Meeting, each director will be subject to removal with or without cause by holders of a majority of the shares of common stock then entitled to vote at an election of directors.

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To provide that, except as may otherwise be required by Delaware law, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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To clarify the duties of the President of the Company, which shall be to have the general supervision and direction of the other officers of the Company and to see that their duties are properly performed, or as may be designated by the Chairman or Vice Chairman.

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To provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint with respect to certain specified intracorporate proceedings that asserts a cause of action arising under the Securities Act of 1933, as amended, from time to time.

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To provide that to the fullest extent permitted by law, each Company stockholder will be liable to the Company (and any subsidiaries or affiliates thereof) for, and indemnify and hold harmless the Company (and any subsidiaries or affiliates thereof) from and against, all costs, expenses, penalties, fines or other amounts, including without limitation, reasonable attorneys’ and other professional fees, whether third party or internal, arising from such stockholder’s breach of or failure to fully comply with any covenant, condition or provision of the Amended and Restated Bylaws or the Company’s certificate of incorporation or any action by or against the Company (or any subsidiaries or affiliates thereof), including without limitation, any derivative action or proceeding brought on behalf of the Company or any other specified intracorporate proceeding in which such stockholder is not the prevailing party, and shall pay such amounts to such indemnitee on demand, together with interest on such amounts, which interest will accrue at the lesser of the Company’s highest marginal borrowing rate and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of payment.

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To enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including by requiring:

o

additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;

o

all stockholders who solicit proxies with respect to nominees for director to comply with the requirements of Rule 14a-19 under the Exchange Act, and that failure by a stockholder who solicits proxies for their own director nominees to comply with Rule 14a-19 will result in their nominees being ineligible for election to the Board;

o

the stockholder submitting a nomination or proposing business to (a) provide any other information reasonably requested from time to time by the Company within five business days after each such request, (b) update and supplement promptly (and in any event no later than two business days prior to the commencement of the applicable meeting of stockholders) any information provided to the Company in the notice required by the Bylaws, or at the Company’s request pursuant to the Bylaws, if any such information ceases for any reason to be accurate or complete in any material respect, and (c) affirm such information as accurate and complete as of two business days prior to the commencement of the applicable meeting of stockholders; and

o

that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.

Exhibit

Description

3.1

Redlined Bylaws, as Amended

104

Cover Page Interactive Data File (formatted as inline XBRL)

RPC, INC.

Date: January 30, 2025

By:

/s/ Michael L. Schmit

Chief Financial Officer and Treasurer