8-K
Drilling Tools International Corp (DTI)
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): May 14, 2024
DRILLING TOOLS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-41103 | 87-2488708 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3701 Briarpark Drive, Suite 150<br><br> <br>Houston, Texas | 77042 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (832) 742-8500
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 14d-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)) |
| --- | --- |
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 per share | DTI | The Nasdaq Stock Market LLC |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Drilling Tools International Corporation (the “Company” or “Drilling Tools” or “DTI”) was held on May 14, 2024. At the Annual Meeting, 25,006,326 shares of the Company’s common stock, par value $0.0001 per share, or approximately 84.00%, of the 29,768,568 issued and outstanding shares entitled to vote at the Annual Meeting were present in person or by proxies.
The final results of the voting on each matter of business at the Annual Meeting are as follows:
Proposal 1 – Election of Directors.
| NOMINEES | FOR | AGAINST | ABSTAIN | BROKER<br><br> <br>NON-VOTES |
|---|---|---|---|---|
| Curtis L. Crofford | 21,852,899 | 0 | 458 | 3,152,969 |
| John D. ‘‘Jack’’ Furst | 21,812,236 | 0 | 41,121 | 3,152,969 |
| Thomas O. Hicks | 21,812,860 | 0 | 40,497 | 3,152,969 |
| Eric C. Neuman | 21,852,899 | 0 | 458 | 3,152,969 |
| Thomas M. ‘‘Roe’’ Patterson | 21,853,350 | 0 | 7 | 3,152,969 |
| R. Wayne Prejean | 21,853,305 | 0 | 52 | 3,152,969 |
| C. Richard Vermillion | 21,709,431 | 0 | 143,926 | 3,152,969 |
Proposal 2 – Ratification of the appointment of Weaver & Tidwell, L.L.P. as Drilling Tools’ independent registered public accounting firm for fiscal year 2024.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 25,006,304 | 22 | 0 |
| Item 9.01. | Financial Statements and Exhibits | |
| --- | --- |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|---|
The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, not shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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.
| Dated: May 16, 2024 | ||
|---|---|---|
| DRILLING TOOLS INTERNATIONAL CORPORATION | ||
| By: | /s/ David R. Johnson | |
| David R. Johnson | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |