UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

 

 

 

Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐
Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

 

Nine Energy Service, Inc.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

 

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

		ANNUAL MEETING OF STOCKHOLDERS OF
		NINE ENERGY SERVICE, INC.

May 3, 2022

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at - https://investor.nineenergyservice.com

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF THESE NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND A VOTE “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

FOR

AGAINST

ABSTAIN

1. Election of Class I Directors

2.  Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022

☐

☐

☐

NOMINEES:

☐

FOR ALL NOMINEES

O David C. Baldwin O Curtis F. Harrell O Darryl K. Willis

☐

WITHHOLD AUTHORITY FOR ALL NOMINEES

☐

FOR ALL EXCEPT (See instructions below)

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in the manner recommended by the Board of Directors as stated herein as appropriate. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

☐

 

Signature of Stockholder

Date:

Signature of Stockholder

Date:

 

				Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of

 

		NINE ENERGY SERVICE, INC.

To Be Held On:

May 3, 2022 at 8:30 a.m., Central Time

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 4/22/22.

Please visit https://investor.nineenergyservice.com, where the following materials are available for view:

 

				•  Notice of Annual Meeting of Stockholders
				•  Proxy Statement
				•  Form of Electronic Proxy Card
				•  Annual Report on Form 10-K
TO REQUEST MATERIAL:				TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
				E-MAIL: info@astfinancial.com
				WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:				ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at ***.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.   IN PERSON: You may vote your shares in person by attending the Annual Meeting.   TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.   MAIL: You may request a card by following the instructions above.

 

1.  Election of Class I Directors				2.  Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022
NOMINEES:
		David C. Baldwin
		Curtis F. Harrell
		Darryl K. Willis
				THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF THESE NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND A VOTE “FOR” PROPOSAL 2.
Please note that you cannot use this notice to vote by mail.

Get informed before you vote*If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.ProxyVote.com or request apaper copy of the materials, which will contain the appropriate instructions. Please check the meeting materials for any special requirements for meeting attendance.Smartphone usersPoint your camera here andvote without entering acontrol numberYour Vote Counts!FLASHID-JOB#For complete information and to vote, visit www.ProxyVote.comControl #Ricky CampanaP.O. Box 123456Suite 50051 Mercedes WayEdgewood, NY 117171 OF 2322,224148,29430#Hextone, Inc.P.O. Box 9142Farmingdale, NY 11735XXXX XXXX XXXX XXXXNINE ENERGY SERVICE, INC.2022 Annual MeetingVote by May 02, 202211:59 PM ETYou invested in NINE ENERGY SERVICE, INC. and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding theavailability of proxy material for the shareholder meeting to be held on May 03, 2022.View the Notice & Proxy Statement, Annual Report online OR you can receive a free paper or email copy of the material(s) byrequesting prior to April 19, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings,you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending anemail, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive apaper or email copy.Vote in Person at the Meeting*May 03, 20228:30 AM CST2001 Kirby DriveSuite 200mHouston, Texas 77019

Voting Items Board Recommends THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com FLASHID-JOB# Control # XXXX XXXX XXXX XXXX 1.00000 322,224 148,294 Under New York Stock Exchange rules, brokers may vote “routine” matters at their discretion if your voting instructions are not communicated to us at least 10 days before the meeting. We will nevertheless follow your instructions, even if the broker’s discretionary vote has already been given, provided your instructions are received prior to the meeting date. NINE ENERGY SERVICE, INC. 2022 Annual Meeting Vote by May 02, 2022 11:59 PM ET 1. Election of Directors Nominees: 01 David C. Baldwin 02 Curtis F. Harrell 03 Darryl K. Willis For 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 For NOTE: Such other business as may properly come before the meeting or any adjournment thereof.