ThZeal - The Zeal

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Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

LBRT

New York Stock Exchange

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).

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. ☐

On April 19, 2022, Liberty Oilfield Services Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders approved an amendment to Article First of the Company’s Amended and Restated Certificate of Incorporation for the purpose of changing the Company’s name from “Liberty Oilfield Services Inc.” to “Liberty Energy Inc.” (the “Name Change”). On April 19, 2022, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect the Name Change, effective April 25, 2022.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference.

In connection with the Name Change, on April 19, 2022 the Board of Directors (the “Board”) of the Company approved an amendment to the Amended and Restated Bylaws of the Company, to reflect the change in corporate name to Liberty Energy Inc. In addition, on April 19, 2022, the Board approved an additional amendment to the bylaws to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. No other changes were made to the Company’s bylaws.

The foregoing description of amendments to the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 hereto and incorporated by reference.

Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 8, 2022.

At the close of business on February 22, 2022, the record date for the Annual Meeting, there were 183,645,580 shares of Class A common stock and 2,449,191 shares of Class B common stock issued and outstanding and entitled to be voted at the Annual Meeting. The results of the matters voted upon at the Annual Meeting are as follows:

The three individuals listed below were elected as Class III directors of the Company at the Annual Meeting to serve for a term of three years. Voting results for each director were as follows:


Names	For		Withheld		Broker Non-Votes
Peter A. Dea		131,510,616		31,059,066		12,415,713
William F. Kimble		135,191,185		27,378,497		12,415,713
James R. McDonald		137,188,055		25,381,627		12,415,713


Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022.

The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022 was approved as follows:


Proposal 4: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to Liberty Energy Inc.

The amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to Liberty Energy Inc. was approved as follows:

(d)Exhibits.



Exhibit No.						Description

3.1						Certificate of Amendment to Amended and Restated Certificate of Incorporation

3.2						Second Amended and Restated Bylaws

104						Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

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.

LIBERTY OILFIELD SERVICES INC.

Dated: April 21, 2022

By:

/s/ R. Sean Elliott

R. Sean Elliott

Vice President, General Counsel and Corporate Secretary


For	Against	Abstentions	Broker Non-Votes
159,712,833	2,844,956	11,893	12,415,713


For	Against	Abstentions	Broker Non-Votes
174,854,677	125,146	5,572	0



For	Against	Abstentions	Broker Non-Votes
174,965,448	13,882	6,065	0


Proposal 2: Advisory vote on the compensation of the named executive officers.


Proposal 1: Election of three directors.