NPK International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, 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): May 15, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
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| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (281 ) 362-6800
| Not Applicable | ||
(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 240.13a-4(c)) | |||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2025, the following proposals were submitted to the stockholders of NPK International Inc. (the “Company”) at the Company’s 2025 Annual Meeting of Stockholders (the “2025 ASM”).
1.The election of eight director nominees to our Board of Directors;
2.An advisory vote to approve our named executive officer compensation; and
3.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2025.
The proposals are more fully described in the Company’s proxy statement for the 2025 ASM (the “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 2026 Annual Meeting of Stockholders.
| Director | For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||||
| Joseph A. Cutillo | 72,178,385 | 439,006 | 11,559 | 8,291,831 | ||||||||||
| Matthew S. Lanigan | 72,232,776 | 373,615 | 22,559 | 8,291,831 | ||||||||||
| Roderick A. Larson | 70,979,718 | 1,637,673 | 11,559 | 8,291,831 | ||||||||||
| Michael A. Lewis | 62,303,995 | 10,313,396 | 11,559 | 8,291,831 | ||||||||||
| Claudia M. Meer | 70,355,093 | 2,240,080 | 33,777 | 8,291,831 | ||||||||||
| John C. Mingé | 71,001,392 | 1,615,699 | 11,859 | 8,291,831 | ||||||||||
| Rose M. Robeson | 72,039,253 | 579,183 | 10,514 | 8,291,831 | ||||||||||
| Donald W. Young | 71,098,950 | 1,515,974 | 14,026 | 8,291,831 | ||||||||||
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 | ||||||||
| 68,773,285 | 3,802,592 | 53,073 | 8,291,831 | ||||||||
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 2025.
| For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||
| 80,081,735 | 832,279 | 6,767 | 0 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 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.
| NPK International Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 15, 2025 | By: | /s/ M. Celeste Frugé | ||||||||
| M. Celeste Frugé | |||||||||||
| VP, General Counsel and Corporate Secretary | |||||||||||