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EX-10.1 - FORM OF PERFORMANCE-BASED AWARD AGREEMENT (EFFECTIVE MARCH 2012) - BASIC ENERGY SERVICES, INC.d315187dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2012

 

 

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-32693   54-2091194

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

500 W. Illinois, Suite 100

Midland, Texas

  79701
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (432) 620-5500

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Accounting Officer

Effective March 8, 2012, John Cody (“Cody”) Bissett was appointed Basic’s Vice President, Controller and Chief Accounting Officer. Mr. Bissett, age 37, has served as Basic’s Corporate Controller since July 2008, and previously served as the Director of Financial Reporting from December 2007 to July 2008. Prior to joining Basic, Mr. Bissett was the Controller of Cap Rock Energy from November 2006 through December 2007, and previously held various roles in the accounting and finance function of Sirius Computer Solutions and the audit practice of KPMG LLP. Mr. Bissett graduated with an M.B.A. and a B.B.A. in Accounting from Angelo State University and is a Certified Public Accountant.

Performance-Based Stock Awards

On March 8, 2012, the Compensation Committee of the Board of Directors of Basic approved grants of performance-based stock awards to each of Basic’s executive officers, including Basic’s named executive officers. Pursuant to the grant agreements, the performance-based awards consist of shares to be earned (the “TSR Shares”) based upon Basic’s total shareholder return (“TSR”) relative to the TSR of a peer group of energy services companies measured over the Performance Period (defined as the one-year calculation period starting on the 20th NYSE trading day prior to and including the last NYSE trading day of 2011 and ending on the last NYSE trading day of 2012), with Basic’s ranking in TSR performance being compared to the ranking in TSR performance of the members of the PB Peer Group (as defined below). The companies in the PB Peer Group will be ranked from best performing to worst performing with regard to each company’s respective TSR performance, with the PB Peer Group company ranked 1st being the company with the highest TSR when compared to the other PB Peer Group companies and the PB Peer Group company ranked 13th being the company with the lowest TSR when compared to the other PB Peer Group companies, with rankings 2 through 12 being determined in descending order based upon the corresponding descent in TSR performance for companies in the PB Peer Group from 2nd highest to 12th highest. For the 2012 performance year, the shares awarded pursuant to the performance-based awards comprise one half of the total long-term incentive compensation for each of Basic’s executive officers, including Basic’s named executive officers. The remaining one half of the total long-term incentive compensation has been awarded at the discretion of Basic’s Board of Directors based on the recommendation of management, as described below under the caption “2012 Long-Term Incentive Awards.”

The target number of TSR Shares and maximum number of TSR Shares that may be earned by each executive officer pursuant to the grant agreement is set forth below:

 

Executive Officer

   Target Number of
TSR Shares
   Maximum Number of TSR  Shares
(150% of Target Amount)

Kenneth V. Huseman

President, Chief Executive Officer and Director

   44,416    66,624

Alan Krenek

Senior Vice President, Chief Financial Officer,

Treasurer and Secretary

   16,656    24,984

T.M. “Roe” Patterson

Senior Vice President and Chief Operating Officer

   22,335    33,503

James F. Newman

Group Vice President — Permian Business Unit

   10,787    16,180


Tim Dame

Vice President — Pumping Services and Wireline

   8,883    13,325

James E. Tyner

Vice President — Human Resources

   8,249    12,373

Trampas Poldrack

Vice President — Safety and Operations Support

   7,138    10,707

Cody Bissett

Vice President, Controller and Chief Accounting Officer

   5,330    7,995

Douglas B. Rogers

Vice President — Marketing

   6,345    9,518

The grantee will earn shares as follows: (A) the percentage set forth below of the target share amounts set forth above if Basic’s TSR is equal to the TSR of the ranked member of the PB Peer Group set forth below, (B) 150% of the target share amounts set forth above based on Basic’s TSR being greater than the TSR of the 1st-ranked member of the PB Peer Group and (C) 0% of the target share amounts set forth above based on Basic’s TSR being less than the TSR of the 13th-ranked member of the PB Peer Group:

 

PB Peer Group Company

Rank Based on TSR

Performance

  

Percentage of TSR

Target Shares Earned

by Grantee

1st

   150.0%

2nd

   141.7%

3rd

   133.3%

4th

   125.0%

5th

   116.7%

6th

   108.3%

7th

   100.0%

8th

   83.3%

9th

   66.7%

10th

   50.0%

11th

   33.3%

12th

   16.7%

13th

   0.0%

provided that if Basic’s TSR is greater than the TSR of one PB Peer Group company and less than the TSR of the next highest ranked PB Peer Group company, the exact percentage of shares earned by the grantee will be determined by proportional interpolation between the percentages assigned to such PB Peer Group companies set forth above.


“PB Peer Group” means each of the following companies: (1) C&J Energy Services, Inc.; (2) Forbes Energy Services Ltd.; (3) Hercules Offshore, Inc.; (4) Key Energy Services, Inc.; (5) Natural Gas Services Group, Inc.; (6) Oil States International, Inc.; (7) Patterson-UTI Energy, Inc.; (8) Pioneer Drilling Co.; (9) Superior Energy Services, Inc.; (10) Team, Inc.; (11) Tesco Corp.; (12) Tetra Technologies, Inc. and (13) Union Drilling, Inc.; provided that the Compensation Committee in its sole discretion can determine to continue to include in or exclude from the peer group any of the above companies based on the occurrence of certain circumstances set forth in the grant agreements, but in no event may substitute any other company in such excluded company’s place as part of the PB Peer Group.

Once earned, the shares of restricted stock will vest in one-third increments on March 15, 2014, 2015 and 2016 (subject to accelerated vesting in certain circumstances as described below). All unvested shares of restricted stock will be forfeited by the grantee (a) if the grantee’s employment with Basic is terminated by Basic for “Cause” before the restricted stock is vested or (b) if the grantee terminates his employment with Basic before the restricted stock is vested for any reason other than (i) “Good Reason” or (ii) the death or “Disability” of the grantee, as such terms are defined in the grant agreement. The grantee will vest in all rights to the restricted stock on the earliest of (i) the dates set forth above; (ii) termination by Basic without Cause; (iii) the death or Disability of the grantee or (iv) Termination for Good Reason.

The foregoing description in this Item 5.02 is qualified in its entirety by reference to the full text of the form of Performance-Based Award Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

2011 Long-Term Incentive Awards

On March 8, 2012, Basic’s Board of Directors, after discussion with a compensation consultant and based on the recommendation of the Compensation Committee, approved grants of restricted stock to executive officers under Basic’s long-term incentive plan based on the executive officer’s personal performance as well as consideration of company performance for 2011 based on criteria previously established by the Compensation Committee for consideration in connection with annual equity awards. The terms of the award agreements are materially consistent with the terms of a previously disclosed plan of performance-based and discretionary awards planned for 2011. The number of shares issuable to each of the executive officers under these award agreements is set forth below:

 

Executive Officer

   Shares of Restricted Stock

Kenneth V. Huseman

President, Chief Executive Officer and Director

   68,811

Alan Krenek

Senior Vice President, Chief Financial Officer, Treasurer and Secretary

   24,353

T.M. “Roe” Patterson

Senior Vice President and Chief Operating Officer

   29,279

James F. Newman

Group Vice President — Permian Business Unit

   20,803

Tim Dame

Vice President — Pumping Services and Wireline

   10,419

James E. Tyner

Vice President — Human Resources

   16,519

Trampas Poldrack

Vice President — Safety and Operations Support

   5,157

Cody Bissett

Vice President, Controller and Chief Accounting Officer

   9,300

Douglas B. Rogers

Vice President — Marketing

   11,431


2012 Long-Term Incentive Awards

On March 8, 2012, Basic’s Board of Directors, after discussion with a compensation consultant and based on the recommendation of the Compensation Committee, approved discretionary grants of restricted stock to executive officers under Basic’s long-term incentive plan based on management’s recommendation and the executive officer’s personal performance. Unlike prior discretionary restricted stock awards, which were typically awarded in the year after the relevant performance year, discretionary restricted stock awards for 2012 and future years will be granted early in the corresponding performance year. The 2012 discretionary awards of restricted stock will vest over a three-year period beginning in March 2014. These awards comprise one half of the total long-term incentive compensation for each of Basic’s executive officers, including Basic’s named executive officers. The remaining one half of the total long-term incentive compensation is being awarded pursuant to the grants of performance-based restricted stock, as described above under the caption “Performance-Based Stock Awards,” which award amounts will be determined in 2013 based on Basic’s TSR performance in 2012. The number of shares issuable to each of the executive officers under the discretionary restricted stock award agreements for 2012 is set forth below:

 

Executive Officer

   Shares of Restricted Stock

Kenneth V. Huseman

President, Chief Executive Officer and Director

   40,000

Alan Krenek Senior

Vice President, Chief Financial Officer, Treasurer and Secretary

   15,000

T.M. “Roe” Patterson

Senior Vice President and Chief Operating Officer

   25,000

James F. Newman

Group Vice President — Permian Business Unit

   10,000

Tim Dame

Vice President — Pumping Services and Wireline

   10,000

James E. Tyner

Vice President — Human Resources

   9,000

Trampas Poldrack

Vice President — Safety and Operations Support

   5,000

Cody Bissett

Vice President, Controller and Chief Accounting Officer

   5,000

Douglas B. Rogers

Vice President — Marketing

   5,000


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

    10.1    Form of Performance-Based Award Agreement (effective March 2012).


SIGNATURES

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.

 

    Basic Energy Services, Inc.
Date: March 14, 2012     By:   /s/ Alan Krenek
    Name:   Alan Krenek
    Title:   Senior Vice President, Chief Financial
      Officer, Treasurer and Secretary


EXHIBIT INDEX

 

Exhibit No.                Description
    10.1    Form of Performance-Based Award Agreement (effective March 2012).