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

May 16, 2025

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

5775 N. Sam Houston Parkway W., Suite 400, Houston, TX, 77086

(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. ☐

On May 16, 2025, Flotek Industries, Inc. (the “Company”) held its annual meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (1) elected all six director candidates, (2) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, (3) ratified the appointment of KPMG, LLP as the Company’s independent auditor for 2025, (4) approved an amendment to the Flotek Industries, Inc. 2018 Long-Term Incentive Plan, and (5) approved amendments to the Flotek Industries, Inc. 2012 Employee Stock Purchase Plan.

A total of 25,803,763 shares of common stock of the Company attended the Meeting by proxy or in person, representing 86.5% of the Company’s outstanding common stock entitled to vote as of March 20, 2025, the record date. The results of the voting were as follows:

Item 1: Election of Directors.

Item 2: Advisory vote to approve named executive officer compensation.

Item 3: Ratification of appointment of KPMG LLP as independent auditor for 2025.

Item 4: Approval of amendment to the Flotek Industries, Inc. 2018 Long-Term Incentive Plan.

Item 5: Approval of amendments to the Flotek Industries, Inc. 2012 Employee Stock Purchase Plan.

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.