RPC declassifies board, moves to annual director elections

RPC INC

Board declassified effective at 2025 Annual Meeting; all directors to face annual election.
Six directors (Rollins, Hubbell, Wilson, Nix, Gunning, Palmer) resigned terms to stand for one-year election.
Stockholders may now remove directors with or without cause by majority vote.
Enhanced procedural requirements for stockholder nominations, including compliance with Rule 14a-19.
Exclusive federal forum designated for Securities Act claims; stockholders liable for bylaw breach costs.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RPC INC: Amended and Restated Bylaws adopted to declassify the board, provide for annual director elections, update removal provisions, clarify officer duties, add federal forum for Securities Act claims, impose stockholder liability for bylaw breaches, and enhance procedural requirements for stockholder nom (effective 2025-01-28).

Change: bylaw amendment
Effective: 2025-01-28

Exact text from the filing

On January 28, 2025, the RPC, Inc. (the "Company") Board of Directors approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws effected the following changes:

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Source: SEC EDGAR

accession 0001654954-25-000942

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