Submission of Matters to a Vote of Security

As previously announced, on January24, 2020, Key Energy Services, Inc. (the Company) entered into a Restructuring Support Agreement with the lenders party thereto, collectively holding over 99.5% of the principal amount of the Companys outstanding term loans, pursuant to which the Company will engage in a series of

out-of-court

transactions that will effectuate a financial restructuring of the Companys capital structure and indebtedness and related facilities (the Restructuring). On February18, 2020, the Company held a Special Meeting of Stockholders (the Special Meeting) to consider and take action on amendments to the Companys Certificate of Incorporation (the Existing Charter) in connection with the Restructuring. At the Special Meeting, holders of 13,273,358 shares of the Companys common stock, par value $0.01 (the Common Stock) were present in person or by proxy, constituting 64.59% of the outstanding shares of Common Stock as of the February5, 2020 record date for the Special Meeting.

The following are the final voting results on the proposals considered and voted upon at the Special Meeting, all of which are described in greater detail in the Companys Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on February6, 2020. Each of the proposals described below will be implemented automatically upon the filing of an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware substantially concurrently with the consummation of the Restructuring.

Proposal One

:

Reverse Stock Split Proposal

The stockholders approved an amendment to the Existing Charter to implement a reverse stock split of the Common Stock, at a reverse split ratio of

1-for-50

with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,582,707

678,588

12,063

0

Proposal Two

:

Increase in Number of Authorized Shares Proposal

The stockholders approved an amendment to the Existing Charter to increase the number of authorized shares of stock, from 110million to 200million, of which 150million will be shares of Common Stock and 50million will be shares of preferred stock with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,558,248

700,112

14,998

0

Proposal Three

:

Board Size Proposal

The stockholders approved an amendment to the Existing Charter to provide that the number of directors on the board of directors will initially be fixed at seven and thereafter the size of the board will be fixed exclusively by resolution of the board, and eliminate provisions listing the initial directors by name with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,611,531

605,595

56,232

0

Proposal Four

:

Director Nomination Proposal

The stockholders approved an amendment to the Existing Charter to provide that, subject to a stockholders agreement between the Company and certain lenders, directors will be nominated in accordance with the Companys bylaws and to eliminate the provisions establishing the Companys Series A Preferred Stock with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,954,488

194,002

124,868

0

Proposal Five

:

Board Vacancies Proposal

The stockholders approved an amendment to the Existing Charter to provide that, subject to the stockholders agreement, vacancies on the board resulting from death, resignation, removal or otherwise, and newly created directorships resulting from any increase in the number of directors, will be filled solely by a majority of directors then in office (although less than a quorum) or by the sole remaining director with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,989,467

189,718

94,173

0

Proposal Six

:

Stockholder Written Consent Proposal

The stockholders approved an amendment to the Existing Charter to permit stockholders to take action by written consent only when certain specified stockholders collectively hold more than 50% of the Common Stock with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

13,031,513

180,427

61,418

0

Proposal Seven

:

Special Meeting Proposal

The stockholders approved an amendment to the Existing Charter to permit stockholders to call a special meeting of the stockholders only when certain specified stockholders collectively hold more than 50% of the Common Stock with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,716,220

503,535

53,603

0

Proposal Eight

:

Removal of Certain Non-Soter Stockholder Approval Rights Proposal

The stockholders approved an amendment to the Existing Charter to remove the requirement that an affirmative vote of a majority of all outstanding shares of Common Stock held by stockholders of the Company other than Soter Capital LLC is required to approve certain amendments to the Existing Charter or the Companys bylaws unless such amendments are approved by the board in accordance with the Companys bylaws with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,945,142

290,030

38,186

0

Proposal Nine

:

Stockholder Supermajority Approval Proposal

The stockholders approved an amendment to the Existing Charter to provide that an affirmative vote of not less than 66 2/3% of the total voting power of all outstanding classes of securities of the Company generally entitled to vote in the election of directors is required to approve certain amendments to the Amended and Restated Certificate of Incorporation with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

13,094,561

129,168

49,629

0

Proposal Ten

:

Amendment of Bylaws Proposal

The stockholders approved an amendment to the Existing Charter to provide that stockholders may amend the Companys bylaws only with the affirmative vote of the holders of not less than 50.1% of the voting power of all outstanding securities of the Company generally entitled to vote in the election of directors with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

13,089,700

131,954

51,704

0

Proposal Eleven

:

Forum Selection Clause Proposal

The stockholders approved an amendment to the Existing Charter to include an exclusive forum selection clause with respect to certain derivative, fiduciary and similar actions with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,739,253

450,915

83,190

0

Proposal Twelve

:

Delaware Section

203 Proposal

The stockholders approved an amendment to the Existing Charter to opt out of Section203 of the General Corporation Law of the State of Delaware, so long as certain specified stockholders collectively hold more than 50% of the Common Stock with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

12,988,887

234,399

50,072

0

Proposal Thirteen

:

Amendment and Restatement Proposal

The stockholders approved an amendment and restatement of the Existing Charter implementing the above changes and other incidental changes with the following votes:

Votescastinfavor

Votescastagainst

Votesabstaining

Brokernon-votes

13,022,329

200,413

50,616

0

SIGNATURE

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 hereunto duly authorized.

KEY ENERGY SERVICES, INC.

Date: February20, 2020

By:

/s/ Katherine I. Hargis

Katherine I. Hargis

Senior Vice President,

Chief Administrative Officer,

General Counsel& Corporate Secretary

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Other recent filings from the company include the following:

Entry into a Material Definitive - May 22, 2020
Key Energy Services Just Filed Its Quarterly Report: EARNINGS (LOSS) PER ... - May 15, 2020
Key Energy Services, Inc - May 14, 2020

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