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): June 7, 2012
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-2960 | 72-1123385 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 2700 Research Forest Drive, Suite 100 | ||||
| The Woodlands, TX | 77381 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (281) 362-6800
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2012, the following proposals were submitted to the stockholders of Newpark Resources, Inc. (the “Company”) at the Company’s 2012 Annual Meeting of Stockholders.
| 1. | The election of six directors to the Board of Directors; |
| 2. | An advisory vote on named executive officer compensation; and |
| 3. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2012. |
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 2013 Annual Meeting of Stockholders.
| Director |
Votes For | Withheld | Broker Non-Votes | |||||||||
| David C. Anderson |
74,370,236 | 2,867,823 | 9,113,737 | |||||||||
| Jerry W. Box |
76,786,142 | 451,917 | 9,113,737 | |||||||||
| G. Stephen Finley |
74,377,476 | 2,860,583 | 9,113,737 | |||||||||
| Paul L. Howes |
76,792,125 | 445,934 | 9,113,737 | |||||||||
| James W. McFarland, PhD |
74,373,807 | 2,864,252 | 9,113,737 | |||||||||
| Gary L. Warren |
74,378,473 | 2,859,586 | 9,113,737 | |||||||||
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 | Broker Non-Votes | |||||||||
| 49,386,910 |
27,604,317 | 246,832 | 9,113,737 | |||||||||
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 2012.
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 86,225,751 |
110,596 | 15,449 | 0 | |||||||||
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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. | ||||
| Dated: June 12, 2012 |
By: | /s/ Mark J. Airola | ||
| Mark J. Airola | ||||
| Senior Vice President, General Counsel and | ||||
| Chief Administrative Officer | ||||
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