Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On and effective as of August 5, 2014, Kevin L. Spence resigned from the Nuverra
Environmental Solutions, Inc. (the "Company") Board of Directors (the "Board")
and from the Board's Audit Committee. The resignation was not a result of any
disagreement with the Company, the Company's management, or the Board. To fill
Mr. Spence's position, the Board appointed Tod C. Holmes to the Board on
August 5, 2014. Pursuant to the Company's Amended and Restated Certificate of
Incorporation, as amended, Mr. Holmes will serve as a member of the Board
through the remainder of Mr. Spence's term, which is set to expire at the 2016
Annual Meeting of Stockholders. Mr. Holmes will also become a member of the
Board's Audit Committee. Mr. Holmes' compensation will be consistent with that
provided to all of the Company's non-employee directors, as described in the
Company's most recent proxy statement filed with the Securities and Exchange
Commission on March 27, 2014.
Prior to joining the Board, Mr. Holmes served as Executive Vice President and
Chief Financial Officer of Republic Services, Inc. (NYSE: RSG) ("Republic
Services") from 2008 until 2013 and, prior thereto, as Senior Vice President and
Chief Financial Officer of Republic Services since 1998. Republic Services is a
Fortune 300 company focused on environmental services, including the collection,
recycling, processing, and disposal of solid waste in the United States. Prior
to Mr. Holmes being named Senior Vice President and Chief Financial Officer of
Republic Services in 1998, he served as Vice President of Finance for the Solid
Waste Group of Republic Industries (now AutoNation). Prior to joining Republic
Industries, Mr. Holmes held management and executive-level positions with
numerous companies, including Browning Ferris Industries, Inc., Compagnie
Generale de Geophysique, and KPMG. Mr. Holmes holds a Bachelor of Science degree
in Economics and a Masters of Business Administration degree, with an emphasis
in Finance and Accounting, from the University of Denver.
There was no arrangement or understanding between Mr. Holmes and any other
person pursuant to which Mr. Holmes was appointed as a director of the Company.
There are no family relationships between Mr. Holmes and any director or
executive officer of the Company, and Mr. Holmes does not have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
On August 11, 2014, the Company issued a press release announcing the
resignation of Mr. Spence and the appointment of Mr. Holmes, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated August 11, 2014