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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
 
May 21, 2025
Date of Report (Date of earliest event reported)
 
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
001-38071
46-1527455
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
19350 State Highway 249, Suite 600
Houston, Texas 77070
(Address of principal executive offices) (Zip code)
 
(281) 453-2222
(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:
 
☐
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 CFR 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, $0.01 par value
NCSM
Nasdaq Capital Market
 
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 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 21, 2025, NCS Multistage Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).  Four items of business were acted upon by stockholders at the Annual Meeting: (1) the election of two Class II Directors nominated by the Board of Directors to serve until the 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, (2) ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers, and (4) approve the Amended and Restated 2017 Equity Incentive Plan. Total votes eligible to be cast at the Annual Meeting as of the March 28, 2025 record date were 2,540,849, of which 2,222,410 votes were cast in person or by proxy, consisting of approximately 87.5% of the total eligible votes to be cast.
 
The voting results are as follows:
 
Proposal 1 — Election of Directors
 
           
Broker
Names
  
For
  
Withheld
  
Non-Votes
Robert Nipper   1,771,701   238,266   212,443
Ryan Hummer   1,779,141   230,826   212,443
 
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
 
For
           2,195,767
Against
           22,589
Abstentions
           4,054
Broker Non-Votes
          
 —
 
Proposal 3 — Approve, on an advisory basis, the compensation of named executive officers
 
For
           1,975,710
Against
           10,498
Abstentions
           23,759
Broker Non-Votes
           212,443
 
Proposal 4 — Approve the Amended and Restated 2017 Equity Incentive Plan
 
For
           1,764,604
Against
           244,776
Abstentions
           587
Broker Non-Votes
           212,443
 
 
 
 
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.
 
Date: May 21, 2025
NCS Multistage Holdings, Inc.
     
 
By:  
/s/ Mike Morrison
   
Mike Morrison
   
Chief Financial Officer and Treasurer