fet-20220510

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2022

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35504

61-1488595

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10344 Sam Houston Park Drive

Suite 300

Houston

77064

(Address of Principal Executive Offices)

(Zip Code)

(Address of principal executive offices and zip code)


281			949-2500

Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FET

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 below, on May 10,2022, stockholders approved the First Amendment to the Company’s Second Amended and Restated 2016 Stock and Incentive Plan (the “2016 Plan”). The First Amendment increases the number of shares that may be granted under the 2016 Plan by 400,000 shares and revises the limitations on individual awards that my be granted under the 2016 Plan.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting was held on May 10, 2022. Matters voted on at the 2022 Annual Meeting and the results thereof were as follows:

1.Election of Directors. The following individuals were elected as Class I directors to the Company's Board of Directors for a term of three years, each to serve until the annual meeting of stockholders in 2025 or until their successors are duly elected and qualified:


Nominee	For	Withheld	Broker Non-Votes
C. Christopher Gaut	1,832,995	117,378	2,265,250
Louis A. Raspino Jr.	1,919,475	30,898	2,265,250
Dr. Emily Reichert, Ph.D.	1,945,143	5,230	2,265,250

2.Approval of Executive Compensation. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s name executive officers:


									Votes Cast
For									1,853,425
Against									96,815
Abstentions									132
Broker Non-Votes									2,265,250

3.Approval of an amendment to the Company's Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the amendment to the Company's Second Amended and Restated 2016 Stock and Incentive Plan:


									Votes Cast
For									1,898,607
Against									51,598
Abstentions									167
Broker Non-Votes									2,265,250

4.Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022:


									Votes Cast
For									4,208,370
Against									6,982
Abstentions									271
Broker Non-Votes									—

SIGNATURES

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.

Date: May 13, 2022

FORUM ENERGY TECHNOLOGIES, INC.

/s/ John C. Ivascu

John C. Ivascu

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Forum Energy Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders