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FES > SEC Filings for FES > Form 8-K on 10-Jul-2012All Recent SEC Filings

Show all filings for FORBES ENERGY SERVICES LTD. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FORBES ENERGY SERVICES LTD.


10-Jul-2012

Entry into a Material Definitive Agreement, Creation of a Direct Fina


Item 1.01 - Entry into a Material Definitive Agreement.

On July 3, 2012, Forbes Energy Services Ltd., or the Company, together with certain of its domestic subsidiaries, Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Superior Tubing Testers, LLC, or the Borrower Subsidiaries, entered into an amendment, or the Second Amendment, to its loan and security agreement, dated as of September 9, 2011, or the Loan Agreement, with Regions Bank, SunTrust Bank, CIT Bank and Capital One Leverage Finance Corp., as lenders, and Regions Bank, as agent for the secured parties, or the Agent. While the Second Amendment was executed on July 3, 2012, it only became effective on July 6, 2012, after the payment of an amendment fee.

The Second Amendment modifies certain provisions of the Loan Agreement to, among other things, provide more flexibility on the Borrower Subsidiaries' ability to enter into equipment leases, purchase money financings and insurance financing transactions.

The foregoing description is a summary and is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit 10.1.



Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.



Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2012, at the Company's 2012 Annual Meeting of Shareholders, the Company's shareholders approved the Company's 2012 Incentive Compensation Plan. A description of this plan is set forth in the Company's definitive proxy statement filed on April 30, 2012, as amended by that first amendment thereto filed on May 21, 2012. Such description is qualified in its entirety by reference to the full text of these plans, a copy of which is filed as Exhibit 10.2 hereto.




Item 5.07 - Submission of Matters to a Vote of Security Holders

On July 9, 2012, the Company held its 2012 annual meeting of shareholders. The matters voted upon and the results of the voting were as follows:

Proposal No. 1: Our shareholders re-elected Dale W. Bossert, Travis H. Burris, John E. Crisp, Charles C. Forbes, Jr., Janet L. Forbes and William W. Sherrill as directors of the Company;

       Director Nominee             For           Withheld        Broker Non-Votes
       Dale W. Bossert            10,436,575       1,035,545              5,105,929
       Travis H. Burris            9,942,909       1,529,211              5,105,929
       John E. Crisp              10,333,098       1,139,022              5,105,929
       Charles C. Forbes, Jr.     10,333,922       1,139,198              5,105,929
       Janet L. Forbes            10,326,098       1,146,022              5,105,929
       William W. Sherrill         9,942,909       1,529,211              5,105,929

Proposal No. 2: Our shareholders approved a proposal to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012;

For Against Abstain Broker Non-Votes 16,562,887 14,162 1,000 0

Proposal No. 3: Our shareholders considered a non-binding, advisory vote to approve the compensation of the Company's named executive officers;

For Against Abstain Broker Non-Votes 11,307,623 23,397 141,100 5,105,929

Proposal No. 4: Our shareholders approved the Company's 2012 Incentive Compensation Plan;

For Against Abstain Broker Non-Votes 10,856,553 474,467 141,100 5,105,929

Proposal No. 5: Our shareholders considered a non-binding, advisory vote on the frequency for shareholders' non-binding, advisory vote on executive officers' compensation.

1 Year 2 Year 3 Year Abstain Broker Non-Votes 2,375,202 172 9,096,496 250 5,105,929

In accordance with the shareholders' recommendation, the Company has determined that a non-binding, advisory vote on executive officers' compensation will be conducted every three years, until the next shareholder non-binding, advisory vote on the frequency for shareholders' non-binding, advisory vote on executive officers' compensation.




Item 9.01 - Financial Statements and Exhibits

(c) Exhibits.

10.1 Second Amendment to Loan and Security Agreement, dated as of July 3, 2012, by and among Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Superior Tubing Testers, LLC, as borrowers, Forbes Energy Services Ltd., as guarantor, certain lenders party thereto, and Regions Bank, as administrative agent for the lenders.

10.2 2012 Incentive Compensation Plan of Forbes Energy Services Ltd.


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