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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2006
RPC, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8726 58-1550825
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2170 Piedmont Road, NE, Atlanta, Georgia 30324
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (404) 321-2140
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))
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ITEM 1.01. Entry into a Material Definitive Agreement.
On April 25, 2006, during the annual meeting of stockholders of RPC, Inc.
("RPC"), the stockholders approved the Performance-Based Incentive Cash
Compensation Plan (the "Plan"). The material terms of the Plan were previously
reported in the Company's Proxy Statement dated April 4, 2006, under the caption
"Proposal to Approve the Performance-Based Incentive Cash Compensation Plan for
the Executive Officers." The Plan is attached to this Current Report as an
exhibit.
The Compensation Committee established the target incentive award under the Plan
for the Chief Executive Officer and for the other members of executive
management at the following amounts:
Officer Percentage of Base Salary
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Chairman 100%
Chief Executive Officer 100%
Vice President and Secretary 40%
Chief Financial Officer and Treasurer 80%
The maximum bonus award for each participant under the Plan for 2006 was
established at 150% of such participant's base salary. The performance criteria
applicable to the Chief Executive Officer and the rest of executive management
for 2006 under the Plan are determined based solely on corporate performance.
The Compensation Committee established corporate performance goals for 2006
under the Plan based on return on invested capital, with specific goals
established by review of peer groups and prior year results.
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements
(b) Pro Forma Financial Information
(c) Shell Company Transactions
(d) Exhibits
Exhibit Number Description
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10.1 Performance-Based Incentive Cash Compensation Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC,
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RPC, Inc.
Date: April 28, 2006 By: /s/ Ben M. Palmer
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Ben M. Palmer
Vice President,
Chief Financial Officer and
Treasurer
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