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RPC Inc. (NYSE:RES), a provider of oil and gas field services with a market capitalization of $1.31 billion, announced significant changes to its corporate governance structure, including the declassification of its Board of Directors and the adoption of amended and restated bylaws. The changes were effective as of Monday, following approval by the company’s board. According to InvestingPro analysis, RPC maintains a "GREAT" financial health score of 3.21, suggesting strong operational fundamentals backing these governance improvements.
The newly adopted bylaws mandate annual elections for directors starting with the 2025 Annual Meeting of stockholders. To facilitate this transition, all directors with terms not expiring at the 2025 Annual Meeting have tendered their resignations, effective just before the election, to allow for their nomination for one-year terms.
Additionally, the bylaws now allow for the removal of any director or the entire board with or without cause by a majority shareholder vote. The role of the company’s President has also been clarified, emphasizing the supervision and direction of other officers and ensuring their duties are properly performed. These governance changes come as RPC demonstrates strong financial discipline, maintaining a healthy current ratio of 5.04 and minimal leverage with a debt-to-equity ratio of just 0.03.
In a move to centralize legal proceedings, the bylaws specify that the federal district courts of the United States shall be the exclusive forum for resolving complaints related to certain intracorporate matters under the Securities Act of 1933.
Furthermore, the bylaws introduce enhanced procedures and disclosure requirements for stockholder nominations of directors and proposals for other business at stockholder meetings. This includes additional background information on proposed nominees, compliance with SEC Rule 14a-19 for proxy solicitations, and the use of a non-white proxy card color for such solicitations.
The resignations of directors Gary W. Rollins (NYSE:ROL), Richard A. Hubbell, John F. Wilson, Jerry W. Nix, Patrick J. Gunning, and Ben M. Palmer, effective immediately prior to the upcoming election, were tendered to expedite the board’s declassification process.
These corporate governance updates are detailed in the company’s SEC filing and reflect RPC Inc.’s commitment to aligning its practices with shareholder interests and regulatory compliance. The information in this article is based on a press release statement. For deeper insights into RPC’s financial performance and governance metrics, InvestingPro subscribers can access comprehensive analysis, including additional ProTips and detailed financial health indicators through the Pro Research Report, available for over 1,400 US stocks.
In other recent news, RPC Inc., a notable oilfield services company, reported a mixed bag of results for its fourth-quarter 2024 earnings. The company’s earnings per share (EPS) came in at $0.06, missing the expected $0.08, while revenue hit $335 million, surpassing the forecasted $329.29 million. Despite a slight sequential decline in revenues and a drop in EPS from $0.09 in Q3 to $0.06 in Q4, RPC Inc. maintains a robust financial position with no debt and a year-end cash reserve of $326 million.
The company is also making strides in innovation, introducing new products such as a 3.5-inch downhole motor and an un-plug system for frac plugs. Looking ahead, RPC Inc. plans to invest between $150-200 million in capital expenditures for 2025, focusing on improving margins and operational scale. The company is also actively exploring merger and acquisition opportunities to enhance its market position. These are among the recent developments for RPC Inc.
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