saex-8k_20190611.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): June 11, 2019

__________________________________________

 

SAExploration Holdings, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________

Delaware

(State or other jurisdiction of incorporation)

 

001-35471

(Commission file number)

 

27-4867100

(IRS Employer Identification No.)

 

1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

 

(281) 258-4400

(Company's telephone number, including area code)

 

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 14(d)-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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.0001

 

SAEX

 

NASDAQ Capital Market

 

 

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 19, 2019, SAExploration Holdings, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).  Of the 4,290,697 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 3,116,697 shares were present either in person or by proxy.

 

The following describes the matter considered by the Company’s stockholders at the Annual Meeting and the results of the votes cast thereupon:

 

Proposal 1. To elect six directors to the Company’s Board of Directors serving until the next Annual Meeting to be held in 2020.

 

Nominee

For

Withhold

Broker Non-Vote

Jeff Hastings

1,786,194

25,234

1,305,269

Brian Beatty

1,764,386

47,042

1,305,269

L. Melvin Cooper

1,708,490

102,938

1,305,269

Gary Dalton

1,764,792

46,636

1,305,269

Michael Faust

1,780,449

30,979

1,305,269

Alan B. Menkes

1,786,281

25,147

1,305,269

 

Proposal 2. To vote on a non–binding resolution regarding the compensation of the named executive officers.

 

For

Against

Abstain

Broker Non-Vote

1,669,105

133,166

9,157

1,305,269

 

Proposal 3. To vote on a non–binding resolution regarding the frequency with which the Company will hold an advisory stockholders vote to approve executive compensation.

Every Year

Every Two Years

Every Three Years

Abstain

Broker Non-Vote

1,446,084

2,855

81,193

281,296

1,305,269

 

Proposal 4. To vote on a proposal to ratify the selection of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

For

Against

Abstain

3,073,419

22,592

20,686

 

As a result, the stockholders of the Company (i) elected the six nominees as directors of the Company; (ii) approved a non–binding resolution regarding the compensation of the named executive officers; (iii) approved a non–binding resolution to hold an advisory stockholders vote every year to approve executive compensation; and (iv) ratified the selection of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Item 8.01. Other Events.

 

On June 11, 2019, the Company issued a press release announcing the completion of the largest shallow water ocean bottom marine project in the Company’s history.  A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference into this Form 8–K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1  Press Release dated June 11, 2019

1

 


 

SIGNATURE

 

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.

 

 

Date: June 21, 2019 SAExploration Holdings, Inc.

 

 

By: /s/ Brent Whiteley

Name: Brent Whiteley

Title: Chief Financial Officer, General Counsel and Secretary

2

 

saex-ex991_83.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

 

SAEXPLORATION completes largest shallow water Ocean-bottom marine seismic project in company’s history

 

June 11, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that it has successfully completed the largest shallow water ocean-bottom marine project in the Company’s history. Contracted to SAExploration by a major national oil company, the project, located in the Arabian Sea off the coast of India, utilized over 20 vessels, which included three ocean-bottom node deployment vessels and two seismic source vessels operating in dual source/simultaneous source mode. A total of 5,400 ocean-bottom nodes and in excess of 1,300 kilometers of rope were deployed on the project to acquire approximately 1,200 square kilometers of full fold seismic data.

Jeff Hastings, Chairman and Chief Executive Officer, commented, “I am very proud of SAE’s project management and operational teams who performed extremely well on a very large and very complex project. Some of the challenges they faced included subsurface and surface infrastructure, such as 46 separate platforms, in addition to fisheries management and field-level SIMOPS. We continue to champion the broader acceptance and cost-effective application of ocean-bottom nodal recording technology and we look forward to offering our technical expertise and enhanced experience within this growing market to other customers in the future.”

About SAExploration Holdings, Inc.  

SAE is an international oilfield services company offering a full range of vertically-integrated seismic data acquisition, data processing and interpretation, and logistical support services through North America, South America, Asia Pacific, Africa and the Middle East. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of data processing and interpretation services utilizing its proprietary, patent-protected software, and also provides in-house logistical support services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation, and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. With its global headquarters in Houston, Texas, SAE supports its operations through a multi-national presence in the United States, United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, Singapore, and Australia. For more information, please visit SAE’s website at www.saexploration.com.

Safety. Acquisition. Experiencesaexploration.com


 

The information in SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings SAE makes with the Securities and Exchange Commission.  

Forward Looking Statements

This press release may contain certain "forward-looking statements" within the meaning of the U.S. federal securities laws with respect to SAE. These statements can be identified by the use of words or phrases such as “expects,” “estimates,” “projects,” “budgets,” “forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements may include statements regarding SAE's financial condition, results of operations and business and SAE's expectations or beliefs concerning future periods and possible future events. These statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially from those stated in, and implied by, this press release. Risks and uncertainties that could cause actual results to vary materially from SAE’s expectations are described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SAE’s filings with the Securities and Exchange Commission. Except as required by applicable law, SAE is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.  

Contacts

Mark Farine

Vice President, Business Development

(281) 258-4405

mfarine@saexploration.com

 

Ryan Abney

Vice President, Finance

(281) 258-4409

rabney@saexploration.com

Safety. Acquisition. Experiencesaexploration.com