KLX Energy Services Holdings, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>KLX Energy Services Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders on May 9, 2024, to vote on board declassification, director elections, and executive compensation.</b>

AI Summary

KLX Energy Services Holdings, Inc. (KLXE) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. The 2024 Annual Meeting of Stockholders for KLX Energy Services Holdings, Inc. (KLXE) will be held virtually on May 9, 2024. Stockholders of record as of March 20, 2024, are entitled to vote at the meeting. Key proposals include declassifying the Board of Directors and electing two Class III Directors. The meeting will also include advisory votes on executive compensation and the frequency of future advisory votes. An amendment to eliminate supermajority voting requirements is also up for approval.

Why It Matters

For investors and stakeholders tracking KLX Energy Services Holdings, Inc., this filing contains several important signals. The proposed declassification of the Board of Directors aims to move towards annual elections, potentially increasing accountability to shareholders. Shareholder approval of executive compensation and voting frequency proposals provides direct input on the company's governance and pay practices.

Risk Assessment

Risk Level: — KLX Energy Services Holdings, Inc. shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Stockholders should review the proposals regarding board declassification and executive compensation to make informed voting decisions.

Key Numbers

• 2 — Class III Directors (To be elected at the Annual Meeting)
• 2027 — Director Term Expiration (Term expires at the 2027 Annual Meeting if board is not declassified)

Key Players & Entities

• KLX Energy Services Holdings, Inc. (company) — Registrant
• KLXE (company) — Abbreviation for KLX Energy Services Holdings, Inc.
• May 9, 2024 (date) — Date of the Annual Meeting
• March 20, 2024 (date) — Record date for the Annual Meeting

FAQ

Risk Factors

• Approval of Amendments to Certificate of Incorporation [medium — regulatory]: The effectiveness of the proposed amendments to the Amended and Restated Certificate of Incorporation, including board declassification and elimination of supermajority voting, is subject to stockholder approval.

Industry Context

KLX Energy Services Holdings, Inc. operates in the oil and gas field services sector. This filing pertains to corporate governance and shareholder voting.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the proxy statement for details on the proposed amendments to the Certificate of Incorporation.
2. Evaluate the company's executive compensation practices and the proposed voting frequency.
3. Vote on the election of Class III Directors and other proposals presented at the Annual Meeting.

Key Dates

• 2024-05-09: 2024 Annual Meeting of Stockholders — To vote on key corporate governance matters including board declassification and executive compensation.
• 2024-03-20: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (Provides detailed information about matters to be voted on at the annual meeting.)

Named Executive Officers (NEOs)

The top executive officers of the company whose compensation is disclosed in proxy statements. (Shareholders vote on their compensation.)

Declassify the Board

To move from a staggered board structure (where directors serve multi-year terms) to an annual election of all directors. (A key governance change proposed for shareholder approval.)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement. It does not contain comparative financial data from a previous filing but outlines upcoming shareholder votes.

Key Financial Figures

• $888.4 m — 2023 Financial Results Revenues of $888.4 million, an increase of 13.7% as compared
• $56.9 m — , and net income per diluted share were $56.9 million, $19.2 million and $1.22 per shar
• $19.2 million — e per diluted share were $56.9 million, $19.2 million and $1.22 per share, respectively Gene
• $1.22 — e were $56.9 million, $19.2 million and $1.22 per share, respectively Generated posi
• $115.6 million — cash flow from operating activities of $115.6 million Adjusted EBITDA of $137.6 million, an
• $137.6 m — s of $115.6 million Adjusted EBITDA of $137.6 million, an improvement of $40.9 million
• $40.9 million — DA of $137.6 million, an improvement of $40.9 million as compared to the year ended December

Filing Documents

• d720792ddef14a.htm (DEF 14A) — 426KB
• g720792dsp003.jpg (GRAPHIC) — 307KB
• g720792dsp004.jpg (GRAPHIC) — 203KB
• g720792g64e34.jpg (GRAPHIC) — 47KB
• 0001193125-24-076605.txt (&nbsp;) — 1186KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 22 Proposal 3: Advisory, Non-Binding Vote to Approve the Compensation of Our NEOs 24 Proposal 4: Advisory, Non-binding Vote to Approve the Frequency of Future Advisory Votes on NEO Executive Compensation 25

Executive Compensation

Executive Compensation 26 Summary Compensation Table 27 Outstanding Equity Awards at 2023 Fiscal Year-End 28 Additional Narrative Disclosures 28 Pay Versus Performance 30 Proposal 5: Amendment to the Companys Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement to Amend the Companys Bylaws 32 Proposal 6: Amendment to the Companys Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement to Amend the Companys Charter 34 Certain Relationships and Related Party Transactions 35 Proposal 7: Ratification of the Selection of Independent Registered Public Accounting Firm 37 Audit Matters 38 Report of the Audit Committee of the Board of Directors 40 iii Table of Contents Questions and Answers About the Proxy Statement and the Annual Meeting 41 Stockholder Proposals 48 Other Matters 48 Appendix A A-1 Appendix B B-1 Appendix C C-1 Appendix D D-1

Forward-Looking Statements

Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements to encourage companies to provide prospective information to investors. This Proxy Statement includes forward-looking statements that reflect our current expectations and projections about our future results, performance and prospects. Forward-looking statements include all statements that are not historical in nature or are not current facts. When used in this Proxy Statement, the words believe, expect, plan, intend, anticipate, estimate, predict, potential, continue, may, might, should, could, will or the negative of these terms or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance and prospects to differ materially from those expressed in, or implied by, these forward-looking statements, including, but are not limited to, risks and uncertainties listed in our filings with the U.S. Securities and Exchange Commission (SEC), including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law. iv Table of Contents OUR COMMITMENTS WHO WE ARE AND HOW WE WORK. OUR BUSINESS FOC

Executive Compensation starting on page 26 for a summary of the compensation arrangements for our NEOs

Executive Compensation starting on page 26 for a summary of the compensation arrangements for our NEOs. 4 Table of Contents PROPOSAL 1: AMENDMENT TO THE COMPANYS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD Background The Board currently consists of eight directors divided into three classes (Class I, Class II and Class III), and directors in each class are elected to serve three-year staggered terms that expire in successive years. The Board has unanimously approved the Declassification Amendment, subject to stockholder approval. The Board has unanimously determined that the Declassification Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the General Corporation Law of the State of Delaware (DGCL), hereby seeks approval of the Declassification Amendment by our stockholders. If this proposal is approved, Article V of our Amended and Restated Certificate of Incorporation would be amended to provide for the phased elimination of the classified structure of the Board over three annual meetings, beginning with this 2024 Annual Meeting. If this proposal is approved, the Class III directors who are elected at this 2024 Annual Meeting shall be elected for a one-year term ending at the 2025 Annual Meeting of Stockholders. The Class I and Class II directors who are elected at the 2025 Annual Meeting of Stockholders shall be elected for a one-year term ending at the 2026 Annual Meeting of Stockholders. Commencing with the election of directors at the 2026 Annual Meeting of Stockholders and for each annual meeting of stockholders thereafter, the Board shall no longer be classified and each director elected at an annual meeting of stockholders shall hold office until the next succeeding annual meeting of stockholders and until such directors successor has been duly elected and qualified, or until such directors earlier death, resignation or removal. As discussed in connect

View Full Filing

View this DEF 14A filing on SEC EDGAR