NPK International Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NPKI
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): March 10, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 10, 2025, the Board of Directors (the “Board”) of NPK International Inc. (“the Company”) elected to increase the size of the Board from seven directors to eight directors effective March 10, 2025 and appointed Mr. Joseph A. Cutillo to fill the resulting vacancy. Mr. Cutillo was identified through a robust director search process that was started by the Company in December 2024 and was conducted by the Company’s executive search firm, Russell Reynolds Associates.
Mr. Cutillo has served as the Chief Executive Officer of Sterling Infrastructure, Inc. (NASDAQ: STRL) (“Sterling”) since 2017. Prior to his appointment as Chief Executive Officer of Sterling, Mr. Cutillo held varying positions of increasing responsibility at Sterling, including Vice President, Strategy & Business Development, Executive Vice President and Chief Business Development Officer and President. Prior to joining Sterling, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a private equity-backed trenchless pipe rehabilitation company, from August 2008 to October 2015. Mr. Cutillo currently serves on the board and executive committee of the American Road and Transportation Builders Association and as a member of the Northeastern University Civil and Environmental Engineering Industry Advisory Board. In December 2024, Mr. Cutillo was appointed to the Working Group on Covered Resources for the Federal Highway Administration. He holds a B.S. in Mechanical Engineering from Northeastern University, where he was a member of the National Honor Society for Mechanical Engineers.
Mr. Cutillo will separately stand for election to the Board at our 2025 Annual Meeting of Stockholders. Concurrently with his appointment to the Board, Mr. Cutillo has been appointed to the Audit, Compensation and Environmental, Social and Governance Committees of the Board. The Board has affirmatively determined that Mr. Cutillo is “independent” as that term is defined by The New York Stock Exchange listing standards and the standards set forth in the Company’s Corporate Governance Guidelines. Mr. Cutillo does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Cutillo and any other person pursuant to which he was selected as a director. Mr. Cutillo will receive a pro-rated annual cash retainer consistent with that provided to other non-employee directors.
In connection with his appointment as a member of the Board effective March 10, 2025, Mr. Cutillo entered into an Indemnification Agreement with the Company in form substantially consistent with the Form of Indemnification Agreement, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 25, 2014. Such Indemnification Agreement requires the Company to indemnify the director to the fullest extent permitted by law against liability that may arise by reason of their service as a Board member, and to advance certain expenses incurred as a result of any proceeding as to which they could be indemnified.
A copy of the press release announcing the appointment of Mr. Cutillo to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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.
| NPK International Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | March 11, 2025 | By: | /s/ Gregg S. Piontek | ||||||||
| Gregg S. Piontek | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||