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: February 14, 2012
(Date of earliest event reported)
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-32108 | 72-1375844 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 103 Northpark Boulevard, Suite 300 Covington, LA |
70433 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(985) 727-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2012, Hornbeck Offshore Services, Inc., or the Company, announced that, in a meeting of the Board of Directors, or the Board, held on February 14, 2012, the Board increased the number of directors to serve on the Board from eight to nine members. Nicholas L. Swyka, Jr. was appointed to the Board to fill the new board seat, to serve as a Class III director until the 2014 annual meeting of stockholders or until his successor is duly elected and qualified. After concluding that Mr. Swyka meets the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission, Mr. Swyka was appointed by the Board to serve on the Company’s Nominating and Corporate Governance Committee. As a director of the Company, Mr. Swyka will participate under the Company’s non-employee director compensation policy described in the Company’s 2011 Proxy Statement, as amended from time to time. Mr. Swyka received an initial stock award under the policy of 675 shares, which vested in full on the grant date.
A copy of the press release describing Mr. Swyka’s appointment and including a short profile of his background and experience is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated February 15, 2012. |
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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 thereunto duly authorized.
| Hornbeck Offshore Services, Inc. | ||||||
| Date: February 20, 2012 | ||||||
| By: | /s/ James O. Harp, Jr. | |||||
| James O. Harp, Jr. | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
| NEWS RELEASE | Contacts: | Jim Harp, CFO | ||
| 12-002 | Hornbeck Offshore Services | |||
| 985-727-6802 | ||||
| For Immediate Release | Ken Dennard, Managing Partner | |||
| DRG&L / 713-529-6600 | ||||
HORNBECK OFFSHORE ANNOUNCES APPOINTMENT OF NEW DIRECTOR
February 15, 2012 — Covington, Louisiana — Hornbeck Offshore Services, Inc. (NYSE: HOS) (the “Company”) announced today that Nicholas L. Swyka has been appointed to its Board of Directors (the “Board”), effective February 14, 2012. In connection with Mr. Swyka’s appointment, the size of the Board was increased from eight to nine members.
Mr. Swyka, 67, has over 30 years of energy related investment banking experience. From September 1999 until his retirement in June 2011, he served as Vice Chairman of Simmons and Company International (“Simmons”), one of the largest investment banks providing services exclusively to the energy industry. During this time, Mr. Swyka also served on Simmons’ Executive Management, Compensation and Underwriting Committees. From January 1987 until September 1999, he served as Managing Director and Co-Head of Investment Banking for Simmons. During that time, he functioned as senior team leader advising the Boards of Directors of both public and private energy companies on a significant number of transactions, including mergers, acquisitions and divestitures, as well as capital market transactions. Mr. Swyka continues to serve as an Advisory Director pursuant to a consulting agreement with Simmons. Mr. Swyka also currently serves as an Advisory Director to the University of Texas Marine Science Institute and the National Ocean Industry Association (“NOIA”).
Todd Hornbeck, Chairman, President and CEO, commented, “We are very pleased that Mr. Swyka has joined our board. Nick brings to our Board significant industry experience, critical insights into the issues facing the global oil and gas industry, a proven track record of providing financial advisory services to the growing energy service sector and a personal knowledge of the history and the accomplishments of our Company.”
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore supply vessels in the U.S. Gulf of Mexico and Latin America, and is a leading short-haul transporter of petroleum products through its coastwise fleet of ocean-going tugs and tank barges in the northeastern U.S. and the U.S. Gulf of Mexico. Hornbeck Offshore currently owns a fleet of 80 vessels primarily serving the energy industry.
| 103 Northpark Boulevard, Suite 300 Covington, Louisiana 70433 |
Phone: (985) 727-2000 Fax: (985) 727-2006 |