Team Inc 8-K, filed Nov 3, 2022
Team Inc (TISI)
8-K
2022-11-03
For: 2022-11-02
View Original
Added on
April 10, 2026
About this 8-K
Team Inc filed this 8-K on November 3, 2022, reporting on events of November 2, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): September 29, 2022
TEAM, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-08604 | 74-1765729 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
Not Applicable
(Former name or former address, if changed since last report)
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 CF 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, $0.30 par value | TISI | New York Stock Exchange | ||||||
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange | ||||||
Indicate by check mark whether 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. | ||||
Team, Inc. (the “Company”) convened its Special Meeting of Shareholders on November 2, 2022 (the “Special Meeting”). The purpose of the Special Meeting was described in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on September 19, 2022 (the “Definitive Proxy Statement”).
Of the 43,223,879 shares of the Company’s common stock outstanding as of September 12, 2022 (the “Record Date”), 30,307,598 shares, or 70.12% were represented in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.
Set forth below are the final voting results for Proposal Two, Proposal Three and Proposal Four, each of which is set forth below and described in detail in the Definitive Proxy Statement. In accordance with the authority granted pursuant to Proposal Four, the Special Meeting was adjourned in order to allow additional time for shareholders to vote on Proposal One: approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect an increase in the total number of authorized shares of common stock, par value $0.30 per share (“Common Stock”) of the Company from 60,000,000 shares to 120,000,000 shares of Common Stock. The adjourned Special Meeting will be reconvened at 3:00 p.m., Central Time, on November 8, 2022 at the Company’s principal executive office located at 13131 Dairy Ashford, Sugar Land, Texas 77478. The matter of business before the reconvened Special Meeting will be for shareholders to vote on Proposal One, as described in the Definitive Proxy Statement. Shareholders have thus far strongly supported Proposal One. At the time the Special Meeting was convened on November 2, 2022, approximately 94% of the shares that had been voted on Proposal One had been voted in its favor. However, the favorable votes constituted less than the two-thirds of all outstanding shares on the Record Date needed for approval.
Proposal Two: Reverse stock split and authorized share decrease proposal
The Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the issued and outstanding shares of Common Stock, which would combine a whole number of outstanding shares of the Common Stock in a range of not less than one-for-six (1:6) shares and not more than one-for-ten (1:10) shares, into one share of Common Stock, and reduce the number of outstanding shares of Common Stock and a corresponding reduction in the total number of authorized shares of Common Stock in proportion to the reduction of the issued shares, by the following vote:
Votes For | Votes Against | Abstentions | ||||||
28,860,432 | 1,321,009 | 126,157 | ||||||
Proposal Three: Exculpation provision proposal
The Company’s shareholders failed to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to update the exculpation provision, by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||
22,081,328 | 1,618,829 | 59,752 | 6,547,689 | ||||||||
Proposal Four: Adjournment Proposal
The Company’s shareholders approved an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal One, Proposal Two or Proposal Three at the time of the Special Meeting, by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||
21,742,260 | 1,938,093 | 79,556 | 6,547,689 | ||||||||
Item 8.01 | Other Events | ||||
On November 2, 2022, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference into this Item.
The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Item 9.01 | Financial Statements and Exhibits | |||||||||||||
Exhibit number | Description | |||||||||||||
99.1 | ||||||||||||||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEAM, Inc. | ||||||||
| By: | /s/ Nelson M. Haight | |||||||
| Nelson M. Haight | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
Dated: November 2, 2022
NEWS RELEASETEAM, INC. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING
OF SHAREHOLDERS
Scheduled to Reconvene November 8, 2022 at 3:00 p.m. Central Time at Company Headquarters to Vote on Proposal One
SUGAR LAND, Texas, November 2, 2022 (GLOBE NEWSWIRE) -- Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”) convened its Special Meeting of Shareholders on November 2, 2022, and shareholders approved proposals to authorize the Company’s Board of Directors to implement a reverse stock split, and to adjourn the meeting to provide shareholders with additional time to vote on Proposal One to approve an increase in the total number of authorized shares of common stock, par value $0.30 per share (the “Common Stock”) of the Company from 60,000,000 shares to 120,000,000 shares of Common Stock. The Special Meeting will be reconvened on Tuesday, November 8, 2022 at 3:00 p.m. Central Time at the Company’s principal executive office located at 13131 Dairy Ashford, Sugar Land, Texas 77478. The sole matter of business before the reconvened Special Meeting will be Proposal One.
Shareholders have thus far strongly supported Proposal One. At the time the meeting was convened on November 2, 2022, approximately 94% of the shares that had been voted on Proposal One had been voted in its favor. However, the favorable votes constituted less than required the two-thirds of all outstanding shares on the record date needed for approval. Proposals Two and Four were approved at the Special Meeting. Each of these proposals are described in the Company’s definitive proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on September 19, 2022.
The record date for determining shareholders eligible to vote on Proposal One at the Special Meeting remains September 12, 2022.
TEAM strongly encourages any eligible shareholder that has not yet voted their shares, or provided voting instructions to their broker or other record holder, to do so promptly. No action is required by any shareholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.
Shares may be voted via the Internet or by telephone. Questions should be addressed to the Company’s proxy solicitor: Georgeson LLC at (866)-413-5901 (toll free) from 9 a.m. 11 p.m. Eastern Time on Monday - Friday, and from 12 p.m. - 6 p.m. Eastern Time on Saturdays.
Additional Information
This communication may be deemed to be solicitation material in respect of Proposal One. On September 19, 2022, Team, Inc. filed a definitive proxy statement with the Securities and Exchange Commission (“Commission”) in connection with the Special Meeting. SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS THAT ARE FILED
WITH THE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSAL TO BE VOTED UPON. The Company’s proxy statement and any other solicitation materials filed by the Company with the Commission can be obtained free of charge at the Commission’s website at www.sec.gov and at the “Investors” section of the Company’s website at www.teaminc.com. Shareholders may also may request a copy of these materials at no cost by contacting the Company at Team, Inc., Attention: André C. Bouchard, Corporate Secretary, 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478 or (281) 331-6154. The Company, its directors and certain of its officers and employees will be participants in the solicitation of proxies from shareholders in respect of the Special Meeting. The Company has also engaged Georgeson LLC to aid in the solicitation of proxies. Detailed information regarding the identity of participants, and their respective interests in the Company by security holdings or otherwise, are set forth in the definitive proxy statement for the Special Meeting. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team, Inc. is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our client’s most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Forward-Looking Statements
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. Many factors could cause actual results or outcomes to differ materially from those addressed in the forward-looking information, including those discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Contact:
Nelson Haight
Senior Vice President and Chief Financial Officer
(281) 388-5521
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