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): March 4, 2024
SELECT WATER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38066
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81-4561945
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1233 West Loop South, Suite 1400
Houston, TX 77027
(Address of Principal Executive Offices)
(713) 235-9500
(Registrant’s Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.01 par value
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WTTR
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New York Stock Exchange
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Christopher K. George
On March 4, 2024, Christopher K. George, currently the Senior Vice President, Corporate Development, Investor Relations, &
Sustainability of Select Water Solutions, Inc. (the “Company”), was appointed as Executive Vice President and Chief Financial Officer of the Company, effective immediately.
Mr. George, age 37, served as Senior Vice President, Corporate Development, Investor Relations &
Sustainability at Select Energy Services, Inc. from January 2022 until his appointment as Executive Vice President and Chief Financial Officer. Mr. George served as Treasurer of the Company from May 2018 until March 2022. Since joining Select in
January 2012, Mr. George has served in a variety of roles of increasing responsibility, including as Vice President, Investor Relations and Senior Director, Corporate Finance & Investor Relations. Prior to joining Select, Mr. George spent a
number of years in the Global Energy Investment Banking Group at UBS Investment Bank, where he focused on public equity and debt capital raises and M&A advisory work within the energy industry. Mr. George attained his Bachelor of Business
Administration in Accounting from the Business Honors Program and his Master in Professional Accounting from the McCombs School of Business at the University of Texas at Austin.
There are no arrangements or understandings between Mr. George and any other persons pursuant to which he was selected to serve as the
Company’s Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. George and any director or executive officer of the Company, and there are no relationships between Mr. George and the Company or its
subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The Company has not entered into or amended any compensatory arrangements with Mr. George in connection with the change to his role
and responsibilities as described herein but does intend to undertake an immediate review of these compensatory arrangements in conjunction with the transition.
Nicholas L. Swyka
On March 4, 2024, Nicholas L. Swyka’s service as the Senior Vice President and Chief Financial Officer of the Company ended, however,
Mr. Swyka will continue to be employed by Select Water Solutions, LLC and provide assistance with respect to the transition of his duties and responsibilities through his anticipated employment end date on March 29, 2024.
Mr. Swyka’s departure is not due to a conflict or disagreement with the Company or the Company’s operations, policies or procedures.
The Company and Select Water Solutions, LLC will make available to Mr. Swyka a Separation Agreement and General Release of Claims (the
“Separation Agreement”) memorializing the terms of his separation from employment, effective as of March 29, 2024.
The Separation Agreement will make available to Mr. Swyka the payments and benefits set forth in his
Employment Agreement dated March 1, 2019, including: (i) a severance payment equal to $360,000, which represents twelve (12) months’ worth of Mr. Swyka’s base salary currently in effect, plus an amount equal to Mr. Swyka’s target bonus for 2024, or
$288,000, which amount described in this clause (i) would be payable over 12 months; (ii) a pro-rated bonus for 2024 under the Company’s short-term incentive plan for 2024 (if the applicable criteria for earning a bonus (other than with respect to
continued employment) are satisfied), to be paid on or before March 15, 2025; and (iii) reimbursement of Mr. Swyka’s payment of premiums for COBRA benefits continuation coverage for a period of up to fifteen (15) months following his separation
date. Mr. Swyka will also be eligible to receive accelerated vesting of certain time-based equity awards and satisfaction of the service requirement applicable to certain performance-based equity awards, in each case, as set forth in his applicable
award agreements. Additionally, as a result of his continued employment through the transition period, Mr. Swyka will be eligible to receive his full target bonus, subject to individual payment criteria for earning a bonus being satisfied, including
continued employment through March 15, 2024, and subject to adjustments for applicable company performance criteria under the Company’s short-term incentive plan for 2023 in an amount of $263,779. The foregoing description of the Separation Agreement
does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the final Separation Agreement expected to be filed in full when available.
| Item 7.01 |
Regulation FD Disclosure.
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On March 4, 2024, the Company issued a press release announcing the management changes discussed herein. A copy of the press release is furnished as
Exhibit 99.1 hereto.
The information furnished with this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
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99.1 |
Press Release, dated March 4, 2024.
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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: March 4, 2024
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SELECT WATER SOLUTIONS, INC.
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By:
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/s/ Christina Ibrahim
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Senior Vice President, General Counsel,
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Chief Compliance Officer and Corporate Secretary
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News Release
| Contacts: |
Select Water Solutions
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Chris George
Executive Vice President & Chief Financial Officer
(713) 296-1073
IR@selectwater.com
Dennard Lascar Investor Relations
Ken Dennard / Natalie Hairston
(713) 529-6600
WTTR@dennardlascar.com
SELECT WATER SOLUTIONS ANNOUNCES CFO TRANSITION
HOUSTON, TX – March 4, 2024 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select” or the “Company”), a leading provider of sustainable water and chemical solutions to
the energy industry, today announced the appointment of Chris George as Executive Vice President and Chief Financial Officer, effective immediately. The Company also announced that it expects to enter into a separation agreement with Nick Swyka,
formerly Senior Vice President and Chief Financial Officer. In the interim, Mr. Swyka will continue to be employed by Select and provide assistance with respect to the transition of his former duties and responsibilities through his anticipated
employment end date on March 29, 2024.
Mr. Swyka’s departure is not due to a conflict or disagreement with the Company or the Company’s operations, policies or procedures.
Prior to his current appointment, Mr. George served as Senior Vice President, Corporate Development, Investor Relations & Sustainability at Select since January
2022. Mr. George served as Treasurer of the Company from May 2018 until March 2022. Since joining Select in January 2012, Mr. George has served in a variety of additional roles of increasing responsibility, including as Vice President, Investor
Relations and Senior Director, Corporate Finance & Investor Relations. Prior to joining Select, Mr. George spent a number of years in the Global Energy Investment Banking Group at UBS Investment Bank, where he focused on public equity and debt
capital raises and M&A advisory work within the energy industry. Mr. George attained both his Bachelor of Business Administration in Accounting from the Business Honors Program and his Master in Professional Accounting from the McCombs School of
Business at the University of Texas at Austin.
John Schmitz, Chairman of the Board, President and CEO, stated, “With more than a dozen years of dedicated service to Select, Chris has been a longstanding partner of
mine, from the Company’s pivotal early growth years through its IPO and more recent acquisition and infrastructure growth strategy. He has proven himself a capable leader with deep functional expertise and technical knowledge across all aspects of
the organization. He has led more than two dozen successful acquisitions for Select while also helping drive the strategic evolution of the Company during his tenure. I am pleased to continue partnering with Chris to build long-term value for Select
and I would like to congratulate him on his new role.
“Additionally, I would like to thank Nick for his dedicated service and contributions to the Company during his nearly six years with Select. Nick has been a valuable
and insightful member of our executive leadership team during his tenure, stewarding the Company’s disciplined financial strategy through both exciting and trying periods alike. He was instrumental in delivering our industry’s first
Sustainability-Linked Lending facility and in integrating our numerous acquisitions in recent years. We wish him the best with his future endeavors,” concluded Mr. Schmitz.
The Company has not yet entered into any additional or amended compensatory arrangements with Mr. George in connection with the change to his role and responsibilities
as described herein, however, it does intend to undertake an immediate review of his compensatory arrangements in conjunction with the transition. The separation agreement with Mr. Swyka shall include certain payments and benefits as set forth in his
Employment Agreement dated March 1, 2019, and other applicable equity award agreements.
About Select Water Solutions, Inc.
Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company’s critical water
infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water
throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company’s continued success. For more information,
please visit Select’s website, https://www.selectwater.com.
WTTR-PR