Select Water Solutions Inc
For the period ended May 8, 2024. Filed Mar 27, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2024 · Filed Mar 27, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Select Water Solutions, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dear Fellow Stockholder:
It is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders of Select Water Solutions, Inc. (the “Annual Meeting”) to be held on Wednesday, May 8, 2024, at 1:00 p.m. Central Standard Time, at 1233 West Loop South, Suite 600, Houston, Texas 77027.
The following Notice of Annual Meeting describes the business to be conducted at the Annual Meeting. We encourage you to review the materials and vote your shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE
“FOR” PROPOSALS 1, 2, 3 AND 5, AND FOR “1 YEAR” FOR PROPOSAL 4,
AS DESCRIBED IN THE PROXY STATEMENT.
The Board has fixed the close of business on March 11, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof. Attendance is limited to stockholders of the Company, their proxy holders, and our guests. Stockholders holding stock in brokerage accounts must bring a legal proxy or other evidence of share ownership as of March 11, 2024 to be admitted to the meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You can ensure that your shares are represented and voted at the meeting by submitting your proxy/voting instruction over the Internet or by telephone. If you received your proxy materials by mail, you may also submit your proxy/voting instruction by mail by using the traditional proxy/voting instruction card that was included. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy/voting instruction card.
If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the rescheduled meeting. You may change or revoke your proxy until it is voted. If you are planning to attend the Annual Meeting, please check the website one week prior to the meeting date. To ensure your vote is counted, we encourage you to vote your shares prior to the Annual Meeting.
Thank you for your continued support of Select Water Solutions, Inc.
Sincerely,
John D. Schmitz
Chairman of the Board, President, and
Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| | | | | DATE AND TIME Wednesday, May 8, 20241:00 p.m. Central Standard Time | | | | | | | WHO CAN VOTE Stockholders of record as the close of business on March 11, 2024 will be entitled to notice of, and to vote at, the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), or any postponement or adjournment thereof | |
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| | | | | LOCATION 1233 West Loop South, Suite 600 Houston, Texas 77027 | | | ||||||
| | | VOTING ITEMS | | | ||||||||
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| | | PROPOSALS | | | | BOARD VOTE RECOMMENDATION | | | | FOR FURTHER DETAILS | | |
| | | 1. To elect the seven director nominees named in the Proxy Statement to our Board | | | | “FOR” each director nominee | | | | Page 21 | | |
| | | 2. To ratify the appointment, by the Audit Committee of the Board, of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024 | | | | “FOR” | | | | Page 36 | | |
| | | 3. To conduct a non-binding, advisory vote to approve Named Executive Officer compensation | | | | “FOR” | | | | Page 38 | | |
| | | 4. To conduct a non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve Named Executive Officer compensation | | | | “1 YEAR” | | | | Page 39 | | |
| | | 5. To approve the Select Water Solutions, Inc. 2024 Equity Incentive Plan | | | | “FOR” | | | | Page 40 | | |
The accompanying Proxy Statement more fully describes these matters. Stockholders will also transact any other business that may be properly presented at the Annual Meeting. At this time, we have not received notice of any other matter that may be properly presented at the Annual Meeting.
Only holders of common stock of record at the close of business on March 11, 2024, are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. For security purposes, you may be required to present evidence of your share ownership and a valid, government-issued photo identification, such as a driver’s license or passport, to gain admission to the Annual Meeting. The use of cameras, sound recording equipment, communication devices or other similar equipment is prohibited. Packages, boxes, handbags, briefcases, and other items are subject to inspection.
Your vote is important. Please submit your proxy/voting instruction over the Internet or by telephone by following the instructions on your Notice of Internet Availability of Proxy Materials about how to view the proxy materials. If you received your proxy materials by mail, you may submit your proxy/voting instruction over the Internet or by telephone or by completing, signing,
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dating, and promptly mailing your proxy/voting instruction card that was included and for which a postage-paid return envelope was provided. If you attend the Annual Meeting, you may vote in person.
By Order of the Board of Directors,
Christina M. Ibrahim
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
The accompanying Proxy Statement is dated March 27th, 2024 and is being furnished or mailed with the proxy card beginning on or about March 27th, 2024.
IMPORTANT NOTICE
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.