Oil States International, Inc. Files Definitive Proxy Statement

Ticker: OIS · Form: DEF 14A · Filed: 2024-03-20T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Oil States International, Executive Compensation, Equity Awards

TL;DR

<b>Oil States International, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

OIL STATES INTERNATIONAL, INC (OIS) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Oil States International, Inc. The report covers the fiscal year ending December 31, 2023. The company's principal executive offices are located in Houston, Texas. The filing includes data related to equity awards granted and their fair values for the years 2020-2023. Specific details on the fair value of equity awards granted, changes in fair value, and forfeitures are presented for executive members.

Why It Matters

For investors and stakeholders tracking OIL STATES INTERNATIONAL, INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation and corporate governance matters before voting on proposals. The detailed breakdown of equity awards provides insight into the company's incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — OIL STATES INTERNATIONAL, INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and voting proposals outlined in this DEF 14A to make informed decisions.

Key Numbers

Key Players & Entities

FAQ

When did OIL STATES INTERNATIONAL, INC file this DEF 14A?

OIL STATES INTERNATIONAL, INC filed this Proxy Statement (DEF 14A) with the SEC on March 20, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by OIL STATES INTERNATIONAL, INC (OIS).

Where can I read the original DEF 14A filing from OIL STATES INTERNATIONAL, INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by OIL STATES INTERNATIONAL, INC.

What are the key takeaways from OIL STATES INTERNATIONAL, INC's DEF 14A?

OIL STATES INTERNATIONAL, INC filed this DEF 14A on March 20, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for Oil States International, Inc.. The report covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located in Houston, Texas..

Is OIL STATES INTERNATIONAL, INC a risky investment based on this filing?

Based on this DEF 14A, OIL STATES INTERNATIONAL, INC presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading OIL STATES INTERNATIONAL, INC's DEF 14A?

Shareholders should review the executive compensation details and voting proposals outlined in this DEF 14A to make informed decisions. The overall sentiment from this filing is neutral.

How does OIL STATES INTERNATIONAL, INC compare to its industry peers?

Oil States International operates within the Oil & Gas Machinery & Equipment sector.

Are there regulatory concerns for OIL STATES INTERNATIONAL, INC?

The filing is a DEF 14A, a type of SEC filing required for soliciting proxies from shareholders.

Industry Context

Oil States International operates within the Oil & Gas Machinery & Equipment sector.

Regulatory Implications

The filing is a DEF 14A, a type of SEC filing required for soliciting proxies from shareholders.

What Investors Should Do

  1. Review the Summary Compensation Table for detailed executive pay.
  2. Analyze the equity awards granted and their potential impact on share count.
  3. Understand the proposals being put forth for shareholder vote.

Year-Over-Year Comparison

This is a DEF 14A filing, which typically follows the annual report and provides details on executive compensation and shareholder voting matters.

Filing Stats: 4,514 words · 18 min read · ~15 pages · Grade level 13.8 · Accepted 2024-03-20 16:10:58

Key Financial Figures

Filing Documents

– Election of Directo r s

Item 1 – Election of Directo r s 7

– Advisory Vote on Executive Compensation

Item 2 – Advisory Vote on Executive Compensation 9

– Ratification of Appointment of Independent Registered Public Accounting Firm

Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 10

: Election of Director s

Item 1: Election of Director s 11 Nominee s 11 Vote Required 11 Director Resignation Policy 11 Nominees and Directors Continuing in Office 12 Corporate Governance 20 Corporate Governance Guidelines 20 Selecting O ur Directors 20 Qualifications of Directors 21 Director Independence 22 Role and Responsibilities of the Board 22 Board Structure and Processes 25 Committees 25 Board and Committee Meetings; Attendance 29 Director Compensation 29

: Advisory Vote on Executive Compensation

Item 2: Advisory Vote on Executive Compensation 32 Vote Required 32 Compensation Discussion and Analysis 33 Compensation Committee Report 49 Summary Compensation Table 50 Grants of Plan-Based Awards 52 Outstanding Equity Awards at 202 3 Fiscal Year End 54 Stock Vested 56 Nonqualified Deferred Compensation 57 Potential Payments Upon Termination or Change of Control 58 Pay Versus Performance 62 2023 CEO Pay Ratio 65 Equity Compensation Plan Information 66

: Ratification of Appointment of Independent Registered Public Accounting Firm

Item 3 : Ratification of Appointment of Independent Registered Public Accounting Firm 67 Audit Fee Disclosure 67 Audit Committee Report 68 Vote Required 68

Security Ownership

Security Ownership 69 Information About the Meeting and Voting 71 Solicitation 71 Quorum and Voting Rights 72 Stockholders Sharing the Same Address 73 Stockholder Proposals and Director Nominations 73 Appendix A 74 4 2024 Proxy Statement Proxy Summary This summary provides only a brief outline of selected information contained elsewhere in this Proxy Statement and does not provide a full and complete discussion of the information you should consider. Before voting on the items to be presented at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"), you should review the entire Proxy Statement carefully. References to "Oil States," "we," "us," "our" and the "Company" mean Oil States International, Inc. and its consolidated subsidiaries, unless the context otherwise indicates or requires. For more complete information regarding our 2023 performance, please review the Company's 2023 Annual Report on Form 10-K (the "Form 10-K"). The Company's Form 10-K is being provided to stockholders together with this Proxy Statement and form of proxy beginning on or about March 26, 2024. Our principal offices are located at Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002. 2024 Annual Meeting of Stockholders TIME AND DATE Tuesday, May 7, 2024, 9:00 a.m. (central daylight time) LOCATION Virtual Stockholder Meeting www.meetnow.global/MQ6F5X6 RECORD DATE March 13, 2024 Agenda and Voting Recommendations ITEM 1 Election of Director s ITEM 2 Advisory Vote on Executive Compensation ITEM 3 Ratification of Appointment of Independent Registered Public Accounting Firm FOR each of the nominees page 11 FOR page 32 FOR page 67 Voting Methods If you are a stockholder of record, you may vote using one of the following options. In all cases, please have your proxy card in hand and follow the instructions. IN PERSON ONLINE Attend the virtual annual meeting at www.meetnow.global/MQ6F5X6 BY MAIL Follow the ins

: Election of Directors

Item 1: Election of Directors Nominees and Directors Continuing in Office Set forth below are the names of, and certain information with respect to, the Company's directors, including the nominees for election to the Class II positions of the Board of Directors as of March 26, 2024. Nominees for Election at the Annual Meeting for a Term Expiring in 2027 (Class II Directors) Age: 63 Director since: May 2021 Independent Denise Castillo-Rhodes Oil States Board Committees: Audit Other Current Public Directorships: None Former Public Directorships: Allegiance Bancshares, Inc. (2020-2022) Ms. Castillo-Rhodes is Chief Financial Officer of Texas Medical Center, where she oversees investments, accounting, finance, risk management and tax compliance. Ms. Castillo-Rhodes also serves as secretary of the board and chair of the Audit & Finance committee for Thermal Energy Corporation and as a director for the TMC Library and Texas Medical Center Hospital Laundry Co- Op, all of which are member institutions of Texas Medical Center. Ms. Castillo-Rhodes has served Texas Medical Center in this capacity since 2004. Prior to becoming Chief Financial Officer, from 2002-2004, Ms. Castillo-Rhodes served as Vice President and Controller for Texas Medical Center. Prior to joining Texas Medical Center, Ms. Castillo-Rhodes served as Controller for Nabisco's Manufacturing Facility in Houston. Ms. Castillo-Rhodes is a Trustee for the City of Houston's Municipal Employee Pension System and in 2022 was appointed by Governor Abbott to serve on the Governor's Commission for Women. Ms. Castillo-Rhodes holds a Bachelor of Business Administration from the University of Texas at El Paso and a Master of Business Administration from the University of St. Thomas. She is a Certified Public Accountant and is a member of the Texas Society of Certified Public Accountants and American Institute of Certified Public Accountants. Attributes, Skills and Experience Executive Leadership Outsi

: Election of Directors

Item 1: Election of Directors Age: 64 Director since: June 2018 Independent E. Joseph Wright Oil States Board Committees: Compensation Nominating, Governance and Sustainability Other Current Public Directorships: CES Energy Solutions Corp. Former Public Directorships: Concho Resources Inc. (2017-2021) Since February of 2021, Mr. Wright has served as an independent partner of Geneses Capital Management, LLC. In January 2019, Mr. Wright retired from Concho Resources Inc. ("Concho"), an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties, where he most recently served as Executive Vice President and Chief Operating Officer. He served as a director of Concho from May 2017 to January 2021. Since joining Concho from its formation in 2004, Mr. Wright held a variety of leadership positions, including Senior Vice President and Chief Operating Officer and Vice President of Engineering and Operations. As Executive Vice President and Chief Operating Officer, he oversaw Concho's drilling and completion programs, as well as its government, regulatory affairs and human resources functions. Prior to Concho, Mr. Wright was Vice President of Operations and Engineering of Concho Oil & Gas Corp. from its formation in 2001 until its sale in 2004. From 1997 to 2001, he was Vice President of Operations of Concho Resources Inc., a predecessor company to Concho Oil & Gas Corp. Mr. Wright has also worked in several operations, engineering and capital markets positions at Mewbourne Oil Company. He holds a Bachelor of Science degree in Petroleum Engineering from Texas A&M University. Attributes, Skills and Experience Executive Leadership Energy/Oilfield Services Financial Experience Outside Board Experience 13

: Election of Directors

Item 1: Election of Directors Directors Continuing in Office Class III Directors (Term Expiring in 2025) Age: 67 Director since: June 2018 Independent Darrell E. Hollek Oil States Board Committees: Audit Nominating, Governance and Sustainability (Chair) Other Current Public Directorships: None Mr. Hollek served as Executive Vice President, Operations of Anadarko Petroleum Corporation ("Anadarko"), an independent oil and natural gas exploration and production company with operations onshore and offshore the United States, and internat

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