KLX Energy Services Holdings, Inc. filed a Form 8-K/A on November 4, 2026, amending its October 29, 2026 Current Report to correct the stated basis for the Board appointments of Franklin S. Edmonds, Jr. and E. Dirk Hallen as independent directors.

Key Highlights

  • Amendment purpose: The filing corrects certain statements in the Original Report dated October 29, 2026 regarding the appointments of Franklin S. Edmonds, Jr. and E. Dirk Hallen to the Board.
  • Appointment authority: Both directors were appointed pursuant to Section 7 of the Rights Offering Backstop Agreement, dated August 6, 2026, among the company, Cross Ocean Partners Management LP, Whitebox Advisors LLC, and other backstop parties.
  • Designating parties: Mr. Edmonds was designated by Cross Ocean Partners Management LP, and Mr. Hallen was designated by Whitebox Advisors LLC.
  • Committee review: Each designation was subject to review by the Nominating and Corporate Governance Committee of the Board.
  • No other arrangements: According to the filing, other than the Backstop Agreement, there are no arrangements or understandings between Messrs. Edmonds and Hallen and any other persons pursuant to which they were appointed as directors.

KLX Energy Clarifies Backstop Agreement as Basis for Two Board Appointments

KLX Energy Services Holdings, Inc. (NASDAQ:KLXE) filed this amendment to correct its prior disclosure about how Franklin S. Edmonds, Jr. and E. Dirk Hallen came to join the Board as independent directors. The original Form 8-K, filed on October 29, 2026, described the appointments as occurring at the recommendation of the Nominating and Corporate Governance Committee but did not identify the contractual basis for the designations.

The amended report clarifies that both appointments were made pursuant to Section 7 of the Rights Offering Backstop Agreement, dated August 6, 2026. That agreement, according to the filing, was entered into by and among the company, Cross Ocean Partners Management LP, Whitebox Advisors LLC, and other backstop parties. Under its terms, each of Cross Ocean and Whitebox is entitled to designate one individual for appointment to the Board, subject to review by the Nominating and Corporate Governance Committee. The filing states that Mr. Edmonds was designated by Cross Ocean and Mr. Hallen was designated by Whitebox.

The filing was signed by Max L. Bouthillette, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the company, on November 4, 2026. The company disclosed that beyond the Backstop Agreement itself, there are no other arrangements or understandings between either new director and any other persons in connection with their appointments.

What Was Disclosed

KLX Energy filed a Form 8-K/A to correct its October 29, 2026 Current Report, disclosing that the Board appointments of Edmonds and Hallen were made under Section 7 of a Rights Offering Backstop Agreement dated August 6, 2026, with each director designated by a separate backstop party.