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

June 3, 2021

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

8846 N. Sam Houston Parkway W.,

Houston, TX 77064

(Address of principal executive office and zip code)

(713) 849-9911

(Registrant’s telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act:

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

On June 3, 2021, the board of directors (the “Board”) of Flotek Industries, Inc. (the “Company”) increased the number of directors on the Board from six to seven and appointed Lisa Mayr to the Board. Ms. Mayr was appointed as a member of the audit and corporate governance and nominating committees.

Ms. Mayr, age 53, brings over 20 years of finance and accounting experience to the Board. Ms. Mayr is currently the Chief Financial Officer of digital infrastructure provider Internap Holding LLC, a position she has held since July 2020. Prior to joining Internap, Ms. Mayr was the Chief Financial Officer of MicroStrategy Incorporated (NASDAQ: MSTR), a data analytics software company, from November 2019 to April 2020; Chief Financial Officer of EverFi, an educational software company, from February 2018 to November 2019; and Chief Financial Officer of Blackboard, an educational software company, from July 2013 to February 2018. Early in her career, Ms. Mayr served at Ernst & Young LLP in the transaction and advisory services practice. Ms. Mayr currently serves as a board observer and on the audit committee of WorldStrides, an educational travel company, and is the board chair of STEM for Her, a non-profit that encourages girls and young women to pursue careers in STEM. Ms. Mayr has a Bachelor’s degree in International Studies and Economics from American University and an MBA from Georgetown University.

The Company believes that Ms. Mayr’s extensive experience as a financial executive and leader makes her a valuable addition to the Board. Ms. Mayr has not been involved in any related party transactions or relationships with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no agreements or understandings between Ms. Mayr and any other persons pursuant to which Ms. Mayr was selected as a director. The Board has considered any relationships that Ms. Mayr has with the Company and has determined that she is independent. The Board has designated Ms. Mayr as an “audit committee financial expert” given her accounting and financial management experience.

Ms. Mayr will be compensated in accordance with the Company’s customary compensation practices for non-employee directors as previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed on April 22, 2021, including a grant of shares of restricted common stock of the Company.

Item 7.01    Regulation FD Disclosure.

On June 7, 2021, the Company issued a press release announcing the appointment of Ms. Mayr to the Board. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 and in Exhibit 99.1 of this Current Report on 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), is not subject to the liability of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

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.

exhibit991

FLOTEK WELCOMES LISA MAYR TO BOARD OF DIRECTORS Board Committee Assignments Announced following Annual Shareholder Meeting HOUSTON, June 7, 2021 – Flotek Industries, Inc. ("Flotek" or the "Company") (NYSE: FTK) welcomes Lisa Mayr to its Board of Directors (“Board”), increasing its directors from six to seven. Mayr was appointed a member of the audit committee and has been designated an “audit committee financial expert” by the Board as a result of her accounting and financial management experience. She will also serve as a member of the corporate governance and nominating committee. Mayr brings more than 25 years of financial and accounting experience to the Board. She is currently the Chief Financial Officer (CFO) of digital infrastructure provider Internap Holding LLC, a position she has held since July 2020. Prior to joining Internap, Mayr served as CFO of multiple software and technology companies, including MicroStrategy Incorporated, a data analytics software company, and educational technology companies Blackboard and EverFi. She has also held financial leadership roles at both public and private companies such as LivingSocial, GeoEye and Sunrise Senior Living. Early in her career, she served at Ernst & Young LLP in the transaction and advisory services practice. John W. Gibson, Jr., Chairman, President, and Chief Executive Officer of Flotek stated: “After an extensive search prioritizing gender diversity, financial acumen, digital transformation and executive experience, we have found a highly qualified director in Lisa. She brings strong financial leadership from both public and private companies and a passion for maximizing her impact based on her experience. I know she will immediately and positively contribute to our board and Company.” Mayr said, “I am excited to join the Flotek team and be a part of a high-performing, high-quality board. I look forward to working with the team during such an important time in the Company's history.” Mayr currently serves as a board observer and on the audit committee of WorldStrides, an educational travel company, and is the board chair of STEM for Her, a non-profit that encourages girls and young women to pursue careers in STEM. She has a bachelor’s degree in International Studies and Economics from American University and a Master of Business Administration from Georgetown University. The Board search was conducted by Heidrick & Struggles. Board Committee Assignments Announced Following its Annual Meeting on June 3, 2021, the Company announces the following Board roles and Committee assignments. Chairman of the Board John W. Gibson, Jr. Lead Independent Director David Nierenberg Audit Committee David Nierenberg, Chair Harsha Agadi Lisa Mayr Compensation Committee Harsha Agadi, Chair Ted Brown Exhibit 99.1

Michael Fucci Paul Hobby Corporate Governance & Nominating Committee Paul Hobby, Chair Ted Brown Lisa Mayr David Nierenberg Risk & Sustainability Committee Michael Fucci, Chair Harsha Agadi John W. Gibson, Jr. Paul Hobby David Nierenberg About Flotek Flotek Industries, Inc. creates solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty chemistry and data company, Flotek helps customers across industrial, commercial and consumer markets improve their Environmental, Social and Governance performance. Flotek’s Chemistry Technologies segment develops, manufactures, packages, distributes, delivers, and markets high-quality cleaning, disinfecting and sanitizing products for commercial, governmental and personal consumer use. Additionally, Flotek empowers the energy industry to maximize the value of their hydrocarbon streams and improve return on invested capital through its real-time data platforms and green chemistry technologies. Flotek serves downstream, midstream and upstream customers, both domestic and international. Flotek is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol "FTK." For additional information, please visit Flotek's web site at www.flotekind.com. Forward-Looking Statements Certain statements set forth in this press release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, continue, expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Although forward-looking statements in this press release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the "Risk Factors" section thereof), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release. Contact: Danielle Allen Senior Vice President, Chief of Staff

E: DAllen@flotekind.com P: (713) 726-5322 ###