KLX Energy Services Holdings, Inc.
For the period ended May 7, 2025. Filed Mar 28, 2025.
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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 7, 2025 · Filed Mar 28, 2025
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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 Pursuant to §240.14a-12 |
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KLX ENERGY SERVICES HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing P
r
oxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | 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. |
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Houston, Texas 77056
(832)844-1015
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of KLX Energy Services Holdings, Inc.:
Notice is hereby given that KLX Energy Services Holdings, Inc. (“KLXE,” “we,” “our,” “us” or the “Company”) will hold its 2025 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) virtually atwww.meetnow.global/MRRTM6A, on Wednesday, May 7, 2025. The Annual Meeting will begin at approximately 9:00 a.m., Central Daylight Time. If you were a KLXE stockholder as of the close of business on Wednesday, March 19, 2025, the record date for the Annual Meeting set by the Board of Directors of the Company (the “Board”), you are entitled to notice of and to vote at the Annual Meeting.
The Annual Meeting is being held for the following purposes:
| (1) | To approve an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”) to declassify the Board; |
| (2) | To elect three Class I Directors, each for a term that expires at the 2028 Annual Meeting of Stockholders (or until the 2026 Annual Meeting of Stockholders if Proposal 1 is approved and the Declassification Amendment (as defined in the enclosed proxy statement) is filed and becomes effective as described in the enclosed proxy statement) and until such director’s successor is duly elected or qualified; |
| (3) | To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“NEOs”); |
| (4) | To approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend the Company’s bylaws; |
| (5) | To approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend the Company’s certificate of incorporation; |
| (6) | To ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent auditor for the fiscal year ending December 31, 2025; and |
| (7) | To take action as appropriate upon such other matters that may be properly presented at the Annual Meeting or at any and all adjournments or postponements thereof. |
These proposals are further described, and comprehensive information provided to enable a full and fair evaluation, in the accompanying proxy statement (“Proxy Statement”), which is being furnished to you in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting.
We are pleased to take advantage of Securities and Exchange Commission rules that allow us to provide our Notice of Annual Meeting of Stockholders, Proxy Statement and 2024 annual report to stockholders (the “2024
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Annual Report”) online, with paper copies available free of charge upon request. On or about March 28, 2025, we began mailing a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) instead of a paper copy of our proxy materials. The Notice of Internet Availability contains instructions on how to access these documents and how to cast your vote via the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials. All stockholders who have so requested will receive a paper copy of the proxy materials by mail. We believe that this process allows us to provide our stockholders with the information they need on a more timely basis, while lowering the costs of printing and distributing our proxy materials.
Your vote is important to us. Regardless of the number of shares that you own, it is important that your shares are represented at the Annual Meeting, as a quorum of the stockholders must be present, either in person or represented by proxy, in order to conduct the Annual Meeting.
Thank you for your continued support of the Company. We look forward to your participation at our virtual Annual Meeting.
By order of the Board of Directors,
/s/ Max L. Bouthillette
MAX L. BOUTHILLETTE
Executive Vice President, General Counsel, Chief
Compliance Officer and Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2025.
The Company’s Notice of Annual Meeting, Proxy Statement and 2024 Annual Report are available on the Internet atwww.edocumentview.com/KLXE.
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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.