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
Contents
PROXY STATEMENT SUMMARY
PROXY STATEMENT SUMMARY
The Board of Directors (our “Board”) of Select Water Solutions, Inc. (which we refer to as “Select Water Solutions,” “Select Water,” “Select,” the “Company,” “we,” “our,” or “us”) is furnishing this Proxy Statement to you over the Internet or delivering this Proxy Statement to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions, in each case for use at the Annual Meeting of Stockholders to be held on May 8, 2024, and at any adjournments or postponements thereof.
On or about March 27, 2024, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our stockholders, and we also will commence mailing to some of our stockholders, and make available electronically over the Internet to all of our stockholders: (1) the Notice of Annual Meeting of Stockholders and this Proxy Statement; and (2) our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2023 and our audited financial statements (the “Annual Report”). If you receive your proxy materials by mail, a proxy/voting instruction card will be included.
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
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| | DATE AND TIME Wednesday, May 8, 2024 1:00 p.m. Central Standard Time | | | | LOCATION 1233 West Loop South, Suite 600 Houston, Texas 77027 | | | | RECORD DATE March 11, 2024 | |
| | | VOTING MATTERS | | | | BOARD’S VOTE RECOMMENDATIONS | | | | FOR FURTHER INFORMATION | | | ||||
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| | | PROPOSAL 1 | | | | Election of seven director nominees named in this Proxy Statement | | | | “FOR” each director nominee | | | | Page 21 | | |
| | | PROPOSAL 2 | | | | Ratification the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024 | | | | “FOR” | | | | Page 36 | | |
| | | PROPOSAL 3 | | | | Non-binding, advisory vote to approve Named Executive Officer compensation | | | | “FOR” | | | | Page 38 | | |
| | | PROPOSAL 4 | | | | Non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve Named Executive Officer compensation | | | | “1 YEAR” | | | | Page 39 | | |
| | | PROPOSAL 5 | | | | Approval of the Select Water Solutions, Inc. 2024 Equity Incentive Plan | | | | “FOR” | | | | Page 40 | | |
| | | | | | | | 2024 Proxy Statement | | | 5 | |
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| | HOW TO VOTE | | ||||||||||||
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| | INTERNET Visit www.proxyvote.com Available until 11:59 p.m. Eastern time on May 7, 2024. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card. | | | | TELEPHONE Call 1-800-690-6903 Available until 11:59 p.m. Eastern time on May 7, 2024. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card. | | | | MAIL Complete, sign and date your proxy/voting instruction card and mail in the postage-paid return envelope. | | | | In Person If you plan to attend to vote in person, you will need to present at the meeting evidence of your share ownership and a valid, government-issued photo identification. | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2024 | |
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| | 6 | | | Select Water Solutions | | | | | | | |
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Company Overview and Business Strategy
Select Water Solutions, Inc. is a leading provider of sustainable water and chemical solutions to the energy industry in the United States (“U.S.”). We also develop, manufacture, and deliver a full suite of chemistry solutions for use in energy production operations. As a leader in the water solutions industry, we are focused on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. Our mission is to deliver operational excellence and develop sustainable water and chemistry solutions every day, with a commitment to conservation and reuse. Select’s vision is to be the recognized leader and trusted partner in sustainable water management solutions. Our services are offered through three segments: Water Services, Water Infrastructure, and Chemical Technologies.
Water Services: Our Water Services segment consists of our services and rentals businesses, including water transfer, flowback and well testing, water sourcing, fluids hauling, water monitoring, water containment, and water network automation, primarily serving major integrated oil companies and independent oil and gas producers. Additionally, this segment includes the operations of our accommodations and rentals business.
Water Infrastructure: Select is a valued industry partner for long-term infrastructure projects to address the water needs of oil and gas operators. Our Water Infrastructure segment provides recycling, distribution, gathering, and disposal of water. Water Infrastructure operations are provided through or enabled by a network of permanent pipeline infrastructure, semi-permanent pipeline infrastructure, water recycling facilities, water sources and storage facilities, and disposal wells.
Chemical Technologies: Our Chemical Technologies team operates under the Select Chemistry brand, and develops, manufactures, manages logistics and provides a full suite of completion chemical products utilized in hydraulic fracturing, stimulation, cementing and related well completion processes. We manufacture and sell chemicals and provide services primarily to leading E&P operators and pressure-pumping service companies in the U.S. We also provide customized water treatment and flow assurance solutions to our customers throughout the lifecycle of a well. With an understanding of the unique needs of their customers, Select Chemistry can apply targeted research and expertise in well fluids to develop and deliver a wide range of field-ready products including friction reducers, surfactants, biocides, crosslinkers, polymers and other chemical technologies to optimize production.
Every day our employees put our core values into action to improve operational excellence, safety, and the customer experience. These core values — Accountability, Continuous Improvement, and Teamwork — are helping to align our efforts to accomplish our vision to be the recognized leader and trusted partner in sustainable water management solutions.
| | | | | | | | 2024 Proxy Statement | | | 7 | |
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Director Nominees
The following provides summary information about each director nominee.
| · · · · · · · · · · · · · · · · · · COMMITTEE MEMBERSHIPS · · | ||||||||||||||||||||||||||||
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| | | NAME AND OCCUPATION | | | | INDEPENDENT | | | | AGE | | | | OTHER PUBLIC BOARDS | | | | AC | | | | CC | | | | NGSC | | |
| | | JOHN D. SCHMITZ Chairman, President and CEO, Select Water Solutions, Inc. | | | | | | | | 63 | | | | Y | | | | | | | | | | | | | | |
| | | GAYLE L. BURLESON Former SVP of Business Development and Land, Concho Resources, Inc. | | | | ✓ | | | | 58 | | | | Y | | | | | | | | | | | | | ||
| | | RICHARD A. BURNETT* President and CEO, Silver Creek Exploration | | | | ✓ | | | | 50 | | | | N | | | | | | | | | | | | | | |
| | | LUIS FERNANDEZ-MORENO Sole Manager, Strat and Praxis, LLC | | | | ✓ | | | | 62 | | | | Y | | | | | | | | | | | | | ||
| | | ROBIN H. FIELDER EVP, Low Carbon Strategy and Chief Sustainability Officer, Talos Energy Inc. | | | | ✓ | | | | 43 | | | | N | | | | | | | | | | | | | ||
| | | TROY W. THACKER Managing Partner, Ara Partners | | | | ✓ | | | | 51 | | | | N | | | | | | | | | | | | | | |
| | | DOUGLAS J. WALL Former President and CEO, Patterson-UTI Energy, Inc. | | | | ✓ | | | | 71 | | | | N | | | | | | | | | | | | | ||
AC — Audit Committee
CC — Compensation Committee
NGSC — Nominating, Governance, and Sustainability Committee
Chair
Lead Independent Director
Member
Audit Committee Financial Expert
| | 8 | | | Select Water Solutions | | | | | | | |
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Skills & Experience
Corporate Governance Highlights
| | • Directors elected annually. • Lead independent director. | | | • Average director tenure of 4.6 years. • Director onboarding orientation program and ongoing education initiatives. | | | • Majority independent standing committees. • Annual Board and committee self-evaluations. | |
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| | | | | | | | 2024 Proxy Statement | | | 9 | |
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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.