DEF 14A: Select Water Solutions Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Select Water Solutions will hold its annual meeting on May 8, 2024, to vote on director elections, auditor ratification, executive compensation, and an equity incentive plan.

Summary

• Select Water Solutions will hold its 2024 Annual Meeting of Stockholders on May 8, 2024, in Houston, Texas.
• Stockholders of record as of March 11, 2024, are entitled to vote.
• The meeting will address the election of seven director nominees, ratification of Grant Thornton LLP as the independent accounting firm, an advisory vote on executive compensation, an advisory vote on the frequency of executive compensation votes, and approval of the 2024 Equity Incentive Plan.
• The Board recommends voting 'FOR' all proposals except for Proposal 4, where it recommends voting for '1 YEAR'.
• The proxy statement provides details on voting procedures, director nominees, executive compensation, corporate governance, and sustainability initiatives.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming annual meeting and proposals. The emphasis on sustainability and corporate responsibility is a positive signal.

Positives

• The company emphasizes sustainable water and chemical solutions for the energy industry.
• Select Water Solutions recycled approximately 248 million barrels of produced water at its fixed facilities and through its modular recycling solutions in 2023.
• The company's ventless flowback solution captures and repurposes or destroys produced gas, reducing emissions.
• The company's water transfer operations displace the need for approximately 4,000 trucks per well completion job, reducing emissions and road traffic.
• The company's TRIR of 0.44 outperformed the target of 1.01 in 2023.
• The company maintained a low employee turnover rate of 14.15% for employees with a tenure of one year or more.

Risks

• The document contains forward-looking statements subject to risks and uncertainties as detailed in the company's SEC filings.
• The company's ESG goals and initiatives are developing and based on evolving assumptions, with no guarantee of achievement.

Future Outlook

The company's future outlook is tied to its ability to execute its corporate strategy, manage risks, and achieve its ESG goals, all of which are subject to various uncertainties.

Management Comments

• John D. Schmitz, Chairman, encourages stockholders to review the materials and vote their shares.
• The Board unanimously recommends voting 'FOR' Proposals 1, 2, 3, and 5, and for '1 YEAR' for Proposal 4.

Industry Context

The announcement reflects standard corporate governance practices for publicly traded companies, including proxy solicitations, annual meetings, and executive compensation disclosures. The focus on sustainability aligns with increasing investor and societal expectations for environmental responsibility in the energy sector.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes companies like Archrock, Cactus, Liberty Oilfield Services, Patterson-UTI Energy, and USA Compression Partners.
• The company's sustainability-linked credit facility, with interest rate adjustments based on TRIR and water recycling metrics, is a growing trend in corporate finance.
• The company's clawback policy aligns with NYSE listing standards and regulatory requirements.
• The company's stock ownership and retention guidelines for executives and directors are common practices to align management interests with those of shareholders.

Management Changes

Related Party Transactions

• The company rented pumps and filter pod trailers from Aquacore Rental Company LLC, an entity indirectly owned by Cody Ortowski, for $12,636,174.
• The company paid property rental fees to Axis Energy Services, an entity owned by John D. Schmitz, for $864,298.76 and recorded sales in the amount of $510,943.11.
• The company paid property rental fees to B-29 Properties, LLC, an entity owned by B-29 Family Holdings, LLC, which is directly owned and controlled by John D. Schmitz, for $19,702.
• The company incurred charges for aviation services from B-29 Ups and Downs, LLC, an entity owned by B-29 Family Holdings, LLC, which is directly owned and controlled by John D. Schmitz, for $762,325.
• The company purchased parts and supplies from Bell Supply Company LLC, an entity controlled by John D. Schmitz, for $118,411.87.
• The company incurred charges for appraisal services and tax consulting from Merit Appraisal & Tax Consulting, LP, an entity controlled and partially owned by B-29 Family Holdings, LLC, which is directly owned and controlled by John D. Schmitz, for $489,688.99.
• The company purchased pumps and related equipment from Orteq Energy Technologies, which is indirectly owned by Cody Ortowski and Cole Ortowski, for $1,774,323.96.
• The company paid property rental fees to United Surface and Minerals LLC, an entity owned by John D. Schmitz, Robert V. Delaney and Cody Ortowski, for $93,338.72.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will shape the company's governance, executive compensation, and long-term strategy.
• Employees are affected by the equity incentive plan, which aims to attract, retain, and motivate qualified personnel.
• The company's commitment to sustainability and responsible water management impacts the environment and communities in which it operates.

Next Steps

• Stockholders should review the proxy materials and vote their shares before the deadlines.
• The company will hold the Annual Meeting on May 8, 2024.
• The company will announce the voting results and file a report with the SEC.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Equity Incentive Plan, Corporate Governance, Sustainability, Water Solutions, Grant Thornton, Stockholders