--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-138369" form_type: "8-K" ticker: "KLXE" cik: "0001738827" company_name: "KLX Energy Services Holdings, Inc." filed_at: "2024-05-14T23:59:59+00:00" generated_at: "2026-06-02T01:00:41.537947+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # KLX Energy shareholders reject board declassification and supermajority removal proposals ## Summary - Proposal to declassify board failed; needed 66⅔% of outstanding shares (8.58M for, 16.7M total). - Say-on-pay approved; shareholders recommended annual advisory votes; company will hold annual votes. - Both Class III director nominees elected: Thomas P. McCaffrey and Corbin J. Robertson, Jr. - Proposals to eliminate supermajority for bylaw and charter amendments rejected; each needed 66⅔%. - Ratification of Deloitte & Touche as independent auditor approved (12.6M for, 0.2M against). ## SEC filing metadata - accession: 0001193125-24-138369 - form_type: 8-K - ticker: KLXE - cik: 0001738827 - company_name: KLX Energy Services Holdings, Inc. - filed_at: 2024-05-14T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/d824941d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-138369 - JSON: https://secwatch.observer/filing/0001193125-24-138369.json - Plain text: https://secwatch.observer/filing/0001193125-24-138369.txt ## Key facts - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders approved Selection of Independent Registered Public Accounting Firm at the 2024-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-09 source text: Item No. 7 – Selection of Independent Registered Public Accounting Firm . The selection of Deloitte & Touche LLP was ratified. Votes were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 12,647,310 178,223 26,046 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders approved Compensation of Named Executive Officers at the 2024-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-09 source text: Item No. 3 – Compensation of Named Executive Officers . The resolution to approve the compensation of Named Executive Officers on a non-binding, advisory basis was approved as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,206,500 2,687,245 43,656 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders approved Election of Class III Director - Thomas P. McCaffrey at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: Item No. 2 – Election of Class III Directors . The two nominees were elected to serve as Class III Directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected or qualified. Votes were as follows: NOMINEE FOR WITHHOLD BROKER NON-VOTES Thomas P. McCaffrey 6,913,096 2,024,305 3,914,178 Corbin J. Robertson, Jr. 5,648,391 3,289,010 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders rejected Elimination of the Supermajority Voting Requirement to Amend the Company's Bylaws at the 2024-05-09 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-09 source text: Item No. 5 – Elimination of the Supermajority Voting Requirement to Amend the Company’s Bylaws . The elimination of the supermajority voting requirement to amend the Company’s bylaws was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,583,845 338,083 15,473 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders approved Frequency of Votes on Compensation of Named Executive Officers at the 2024-05-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-05-09 source text: Item No. 4 – Frequency of Votes on Compensation of Named Executive Officers . The stockholders recommended, on a non-binding, advisory basis, that the frequency of future advisory votes on the compensation of Named Executive Officers be once every year. Votes were as follows: ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES 8,508,099 16,557 385,201 27,544 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders approved Election of Class III Director - Corbin J. Robertson, Jr. at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: Item No. 2 – Election of Class III Directors . The two nominees were elected to serve as Class III Directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected or qualified. Votes were as follows: NOMINEE FOR WITHHOLD BROKER NON-VOTES Thomas P. McCaffrey 6,913,096 2,024,305 3,914,178 Corbin J. Robertson, Jr. 5,648,391 3,289,010 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders rejected Elimination of the Supermajority Voting Requirement to Amend the Company's Certificate of Incorporation at the 2024-05-09 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-09 source text: Item No. 6 – Elimination of the Supermajority Voting Requirement to Amend the Company’s Certificate of Incorporation . The elimination of the supermajority voting requirement to amend the Company’s certificate of incorporation was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,715,558 204,501 17,342 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm - Shareholder Votes KLX Energy Services Holdings, Inc. shareholders rejected Declassification of the Board at the 2024-05-09 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-09 source text: Item No. 1 – Declassification of the Board . The declassification of the Board of Directors of the Company (the “Board”) was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,580,124 346,066 11,211 3,914,178 evidence_url: https://www.sec.gov/Archives/edgar/data/1738827/000119312524138369/0001193125-24-138369-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.