Newpark Resources Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NR
Metal Fabrications
Industrials
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 16, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (281 ) 362-6800
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(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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2024, Newpark Resources, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to its Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, of which no shares were outstanding. Effective upon filing, the Certificate of Elimination amended the Company’s Restated Certificate of Incorporation to eliminate the Company’s Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock.
On May 16, 2024, at the annual meeting of shareholders (the “2024 Annual Meeting”) of Newpark Resources, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of officers as permitted by law. Following shareholder approval, on May 16, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.
On May 16, 2024, the Company filed a Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Second Restated Certificate of Incorporation restates and integrates into a single document, but does not further amend, the Company’s Restated Certificate of Incorporation, as amended and restated to date.
The foregoing summary of the Certificate of Elimination, the Certificate of Amendment and the Second Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Elimination, the Certificate of Amendment and the Second Restated Certificate of Incorporation, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2024, the following proposals were submitted to the Company’s stockholders at the 2024 Annual Meeting.
1.The election of seven director nominees to our Board of Directors;
2.An advisory vote to approve our named executive officer compensation;
3.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2024; and
4.Approval of an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of officers as permitted by law.
The proposals are more fully described in the Company’s Proxy Statement. The following are the final vote results along with a brief description of each proposal.
Proposal 1: Election of Directors: The stockholders of the Company elected each of the following director nominees for a term that will continue until the 2025 Annual Meeting of Stockholders.
| Director | For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||||
| Matthew S. Lanigan | 66,380,203 | 516,407 | 5,287 | 8,479,809 | ||||||||||
| Roderick A. Larson | 61,286,557 | 5,609,954 | 5,386 | 8,479,809 | ||||||||||
| Michael A. Lewis | 57,291,682 | 9,603,820 | 6,395 | 8,479,809 | ||||||||||
| Claudia M. Meer | 60,568,166 | 6,328,392 | 5,339 | 8,479,809 | ||||||||||
| John C. Mingé | 61,355,334 | 5,541,268 | 5,295 | 8,479,809 | ||||||||||
| Rose M. Robeson | 64,450,621 | 2,445,937 | 5,339 | 8,479,809 | ||||||||||
| Donald W. Young | 64,819,430 | 2,077,272 | 5,195 | 8,479,809 | ||||||||||
Proposal 2: An advisory vote on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company’s Proxy Statement.
| For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||
| 60,933,947 | 5,917,171 | 50,779 | 8,479,809 | ||||||||
Proposal 3: Ratification of the appointment of independent registered public accounting firm: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.
| For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||
| 74,897,457 | 481,585 | 2,664 | 0 | ||||||||
Proposal 4: Approval of an amendment to our Company's Restated Certificate of Incorporation to limit the liability of officers as permitted by law: The stockholders of the Company approved the amendment of the Company’s Restated Certificate of Incorporation.
| For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||
| 56,571,969 | 7,359,920 | 2,970,008 | 8,479,809 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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.
| NEWPARK RESOURCES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 20, 2024 | By: | /s/ M. Celeste Frugé | ||||||||
M. Celeste Frugé | |||||||||||
| VP, General Counsel and Corporate Secretary | |||||||||||