8-K

 

 

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): April 22, 2016

 

 

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13270   90-0023731

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10603 W. Sam Houston Pkwy N., Suite 300

Houston, Texas

  77064
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 849-9911

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 240.13e-4(c))

 

 

 


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

On April 22, 2016, the stockholders of Flotek Industries, Inc. (the “Company”) approved the Company’s Amended and Restated 2014 Long-Term Incentive Plan (the “Amended and Restated Plan”). The terms of the Amended and Restated Plan were previously disclosed in the Company’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on March 23, 2016 (the “2016 Proxy Statement”). The full text of the Amended and Restated Plan was included as Exhibit A to the 2016 Proxy Statement, which is incorporated by reference into this Item 5.02.

 

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

On April 22, 2016, the Company held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders elected all of the Company’s nominees for director, approved the Company’s Amended and Restated 2014 Long-Term Incentive Plan, approved the compensation of the Company’s named executive officers on an advisory basis and ratified the selection of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

A total of 49,017,055 shares of the Company’s common stock were present at the meeting in person or by proxy, which represented approximately 89.4% of the outstanding shares of the Company’s common stock as of March 3, 2016, the record date for the Annual Meeting.

(1) Proposal One: Election of directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. Each director was elected as follows:

 

Name

   For      Against      Abstain      Broker Non-Votes  

Ted D. Brown

     39,568,228         226,953         28,520         9,193,354   

John W. Chisholm

     39,699,882         109,481         14,338         9,193,354   

L. Melvin Cooper

     39,568,827         226,453         28,421         9,193,354   

Carla S. Hardy

     39,576,598         224,291         22,812         9,193,354   

Kenneth T. Hern

     39,568,368         226,213         29,120         9,193,354   

L.V. “Bud” McGuire

     39,564,917         231,663         27,121         9,193,354   

John S. Reiland

     39,567,268         229,055         27,378         9,193,354   

(2) Proposal Two: Approval of the Company’s Amended and Restated Plan. The Company’s Amended and Restated Plan was approved as follows:

 

For

  Against   Abstain   Broker Non-Votes
38,587,574   1,195,357   40,770   9,193,354

(3) Proposal Three: Advisory Vote to Approve Executive Compensation. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:

 

For

  Against   Abstain   Broker Non-Votes
37,476,646   2,297,385   49,670   9,193,354

(4) Proposal Four: Ratification of selection of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The selection of Hein & Associates LLP was ratified as follows:

 

For

 

Against

 

Abstain

48,955,414   18,850   42,791


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.

 

      FLOTEK INDUSTRIES, INC.
Date: April 25, 2016      

/s/ Robert M. Schmitz

      Robert M. Schmitz
      Executive Vice President and Chief Financial Officer