Innovex International, Inc 8-K, filed Jun 5, 2025
Innovex International, Inc. (INVX)
About this 8-K
Innovex International, Inc filed this 8-K on June 5, 2025, reporting on events of May 30, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 |
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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. |
Approval of Forms of Award Agreement and Equity Awards
On May 30, 2025, the compensation committee of the Board of Directors (the “Board”) of Innovex International, Inc. (the “Company”) recommended, and the Board approved, a new form of restricted stock unit (“RSU”) award agreement (the “RSU Award Agreement”) and a form of performance unit (the “Performance Unit”) award agreement (the “Performance Unit Award Agreement,” and, together with the RSU Award Agreement, the “Award Agreements”) under the Company’s 2025 Long-Term Incentive Plan.
Awards made under the form of RSU Award Agreement generally vest in three equal annual installments on each of April 4, 2026, April 4, 2027 and April 4, 2028, subject to the grantee’s continued employment through the applicable vesting date and forfeiture on terms and conditions set forth in the form of RSU Award Agreement. Awards made under the form of Performance Unit Award Agreement may be earned between 0% and 200% of the target award based on achievement by the Company of total shareholder return and return on capital employed goals set forth in the form of Performance Unit Award Agreement and will vest to the extent that such goals are achieved upon the completion of a three-year performance period, ending on December 31, 2027 (the “Performance Period”), subject to earlier performance-vesting in connection with a change in control as set forth in the form of Performance Unit Award Agreement, the grantee’s continued employment through such change in control, and forfeiture on terms and conditions set forth in the form of Performance Unit Award Agreement.
The Award Agreements were used to grant RSUs and Performance Units to Adam Anderson, the Company’s Chief Executive Officer, Kendal Reed, the Company’s Chief Financial Officer, and Mark Reddout, the Company’s President of North America, with respect to the following numbers of units (and corresponding shares of common stock of the Company) per award:
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RSUs |
Performance Units |
Adam Anderson |
68,073 |
68,073 |
Kendal Reed |
25,527 |
25,527 |
Mark Reddout |
25,527 |
25,527 |
Under the RSU Award Agreement, in the event that the grantee is terminated by the Company without “cause” (as defined in the RSU Award Agreement) or the grantee terminates such grantee’s employment for “good reason” (as defined in the RSU Award Agreement) (collectively, a “Qualifying Termination”), subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, the unvested RSUs that otherwise would have vested had the grantee remained employed by the Company or a subsidiary for (x) twelve months (in the case of Messrs. Reed and Reddout) or (y) twenty-four months (in the case of Mr. Anderson) will vest and be settled as set forth in the form of RSU Award Agreement.
Under the Performance Unit Award Agreement, in the event of a Qualifying Termination, subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, a prorated portion of the Performance Units will be eligible to performance-vest.
Under the RSU Award Agreement, upon a change in control where the successor or acquirer does not assume, replace or continue the RSUs, subject to the grantee’s continued employment, all unvested RSUs will vest as of the change in control and be settled as set forth in the form of RSU Award Agreement. Upon a change in control where the successor or acquirer does assume, replace or continue the RSUs, in the event that the grantee incurs a Qualifying Termination during the “change in control period” (as defined in the RSU Award Agreement), subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, all unvested RSUs will vest as of the termination date and be settled as set forth in the form of RSU Award Agreement.
Under the Performance Unit Award Agreement, in the event of a change in control prior to the end of the Performance Period, subject to the grantee’s continued employment, the Performance Period will be deemed to end on the date of the change in control and the number of Performance Units subject to the Performance Unit Award Agreement will be fixed at a number equal to the greater of the target and actual achievement of performance goals. Upon a change in control where the successor or acquirer does not assume, replace or continue the Performance Units, subject to the grantee’s continued employment, all Performance Units will vest as of the change in control. Upon a change in control where the successor or acquirer does assume, replace or continue the Performance Units, the Performance Units will remain outstanding and become fully vested on the earlier of (x) the end of the Performance Period and (y) subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, the date of the grantee’s Qualifying Termination during the “change in control period” (as defined in the Performance Unit Award Agreement).
The foregoing descriptions do not purport to be complete and are qualified in their entireties by reference to the form of RSU Award Agreement and the form of Performance Unit Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
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Description of Exhibit |
10.1* |
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10.2* |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL) |
* Management contract or compensatory plan or arrangement.
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.
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Innovex International, Inc. |
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Date: June 5, 2025 |
By: |
/s/ Adam Anderson |
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Adam Anderson |
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Chief Executive Officer |
Exhibit 10.1
2025 INNOVEX INTERNATIONAL, INC., LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award”) is made as of [●] (the “Grant Date”), by and between Innovex International, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
W IT N E S S E T H:
WHEREAS, pursuant to the Innovex International, Inc., 2025 Long-Term Incentive Plan (the “Plan”), the Committee has determined that it would be in the interest of the Company and its stockholders to grant restricted stock units (the “Restricted Stock Units”), as provided herein, in order to encourage the Participant to remain in the employ of the Company or its subsidiaries, to encourage the sense of proprietorship of the Participant in the Company and to stimulate the active interest of the Participant in the development and financial success of the Company.
NOW THEREFORE, the Company awards the Restricted Stock Units to the Participant, subject to the following terms and conditions of this Award:
The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Restricted Stock Unit in the Participant’s name effective as of the Grant Date, provided that the Company shall retain control of the Restricted Stock Units in such account until the Restricted Stock Units have become vested in accordance with this Agreement and shares of Stock have been issued, if any, in settlement of the Restricted Stock Units.
provided, however, that the Participant is continuously employed by the Company or a subsidiary from the Grant Date through each of the above Vesting Dates. If the Participant does not remain continuously employed by the Company or a subsidiary until the Vesting Dates specified above, then all then outstanding Restricted Stock Units shall be forfeited immediately after termination of the Participant’s employment. Notwithstanding the foregoing, in the event that the Participant’s employment is terminated by the Company or a subsidiary without Cause (as defined below) or the Participant terminates the Participant’s employment for Good Reason (as defined below, and each, a “Qualifying Termination”), subject to the Participant’s execution, delivery and non-revocation of a waiver and release of claims in accordance with the Employment Agreement (the “Release Requirement”), then, except as provided in Section 2(b) below, those Restricted Stock Units that would have vested in accordance with the foregoing schedule had the Participant remained continuously employed by the Company or a subsidiary for [twelve (12) months] [twenty-four (24) months] following the date of the Participant’s Qualifying Termination shall immediately vest as of the date of such Qualifying Termination.
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Innovex International, Inc. |
19120 Kenswick Drive |
Humble, Texas 77338 |
Attn: Corporate Secretary |
Any notice or other communication to the Participant with respect to this Award shall be in writing and shall be delivered personally, shall be sent by first class mail, postage prepaid, to the Participant’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Participant of a change of address, or shall be sent to the Participant’s e-mail address specified in the Company’s records.
[Signature Page Follows]
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INNOVEX INTERNATIONAL, INC. |
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By: |
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Name: |
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Title: |
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The Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. |
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PARTICIPANT |
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[NAME] |
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Exhibit 10.2
2025 INNOVEX INTERNATIONAL, iNC., LONG-TERM INCENTIVE PLAN
2025 PERFORMANCE UNIT AWARD AGREEMENT
Subject to the terms and conditions contained herein, Innovex International, Inc., a Delaware corporation (the “Company”), hereby selects you as a recipient of Restricted Stock Units that vest in part on achievement of the Performance Goals (as defined below) (“Performance Units”) under the Innovex International, Inc. 2025 Long-Term Incentive Plan (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.
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Grant Date: |
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Performance Period: |
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Vesting Date: |
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Performance Units At Target: |
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Performance Goals: |
Schedule I to this Agreement describes the manner in which the total number of Performance Units that vest hereunder will be calculated, with the total number of vested Performance Units based on (i) the total shareholder return of the Company’s Stock as compared to the total shareholder return of the component companies on the VanEck OIH Index and (ii) the return on capital employed of the Company, in each case, as described in more detail on Schedule I (the “Performance Goals”). |
For purposes of this Agreement. “Employment Agreement” means that certain Employment Agreement, effective as of [March 13, 2023] [August 26, 2024], by and between you and Innovex Downhole Solutions, Inc.
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Should a successor or acquirer (or any parent of such entity) fail to assume, replace or continue this Agreement following such Change in Control, such Performance Units shall become fully vested as of the date of the occurrence of such Change in Control and shall be paid in Stock or cash (based on the value of the Stock immediately prior to the Change in Control multiplied by the number of vested Performance Units), in the discretion of the Committee, no later than 10 business days after the date of the Change in Control; provided, however, that you have been in continuous employment with the Company or a subsidiary at all times since the Grant Date. In the event that a successor or acquirer (or any parent of such entity) assumes, replaces or continues this Award following such Change in Control, such Performance Units shall remain outstanding and become fully vested on the earlier of (1) the Vesting Date or (2) the date of your Qualifying Termination (subject to your satisfaction of the Release Requirement), in either case, during a Change in Control Period (as defined below) (which termination date or the consummation of such Change in Control if after the termination date shall otherwise be treated as the Vesting Date hereunder, including for purposes of Section 5 hereof).
For purposes of this Agreement, the following terms shall have the following meanings:
“Cause” shall have the meaning ascribed to such term in your Employment Agreement.
“Change in Control Period” shall mean the period commencing on the occurrence of a Change in Control and ending on the second anniversary of such date.
“Good Reason” shall have the meaning ascribed to such term in your Employment Agreement.
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[Signature Page Follows]
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INNOVEX INTERNATIONAL, INC. |
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By: |
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The undersigned Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. |
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PARTICIPANT |
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[NAME] |
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SCHEDULE I
2025 INNOVEX INTERNATIONAL, iNC., LONG-TERM INCENTIVE PLAN
2025 PERFORMANCE UNIT AWARD AGREEMENT
1. Definitions.
(i) “Adjustment Factor” means the adjustment factor calculated in accordance with Section 2 or Section 3, as applicable, of this Schedule I.
(ii) “Average Capital Employed” means the combined values of debt and stockholders’ equity.
(ii) “Beginning Price” means the average closing price of a share of Stock for the 30 consecutive trading day period including and prior to January 1, 2025.
(iii) “Capital Employed” means the average over the Performance Period of the Company’s accounts receivable plus inventory minus accounts payable plus fixed assets.
(iv) “Comparison Companies” means each component company of the VanEck O1H Index as of December 31, 2027 (or the last day of the Performance Period if earlier), provided that such company is continuously a publicly traded company on a national securities exchange during the full Performance Period. Notwithstanding the foregoing, if any component company of the VanEck OIH Index as of December 31, 2027 (or the last day of the Performance Period if earlier) ceases to be a publicly traded company on a national securities exchange as a result of such company’s bankruptcy during the third year of the Performance Period, such component company will be included at the bottom of the ranking provided for under Section 2(ii) of this Schedule I.
(v) “Dividends” means the sum of all ordinary and extraordinary dividends paid during the Performance Period with respect to the applicable share of Stock.
(vi) “Ending Price” means the average closing price of a share of Stock for the 30 consecutive trading day period including and prior to the last day of the Performance Period.
(vii) “ROCE” means a fraction, the numerator of which is the Company’s income before operations, before acquisition costs and after tax (resulting in adjusted income from operations, after tax) and the denominator of which is Average Capital Employed.
(viii) “Total Shareholder Return” means a fraction, the numerator of which is the Ending Price plus Dividends minus the Beginning Price, and the denominator of which is the Beginning Price.
(ix) “VanEck OIH Index” means the VanEck Oil Services ETF.
Schedule I
2. Total Shareholder Return Performance Units – Calculation of Performance Unit Adjustment.
(i) [NUMBER]1 of the Performance Units shall vest to the extent to which the Company has achieved the Performance Goals related to Total Shareholder Return (the “TSR Performance Units”). The number of TSR Performance Units that shall vest as of the Vesting Date shall be equal to the product of (a) the number of TSR Performance Units at Target, multiplied by (b) the Adjustment Factor.
(ii) The Total Shareholder Return of the Company and of each of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Adjustment Factor using the chart below. The Adjustment Factor for performance rankings between points on this chart shall be determined by linear interpolation between the values listed. In no event shall the Adjustment Factor exceed 200%. If the performance ranking is below the 30th percentile, the Adjustment Factor shall be zero.
Performance Ranking |
Adjustment Factor |
90th percentile or above |
200% |
60th percentile (“Target”) |
100% |
30th percentile |
50% |
Below 30th percentile |
0% |
3. Return on Capital Employed Performance Units – Calculation of Performance Unit Adjustment.
(i) [NUMBER]2 of the Performance Units shall vest to the extent to which the Company has achieved the Performance Goals related to ROCE (the “ROCE Performance Units”). The number of ROCE Performance Units that shall vest as of the Vesting Date shall be equal to the product of (a) the number of ROCE Performance Units at Target, multiplied by (b) the Adjustment Factor.
(ii) ROCE shall be calculated and certified by the Committee. The percentage of the Company’s ROCE shall determine the Adjustment Factor using the chart below. The Adjustment Factor for performance percentages between points on this chart shall be determined by linear interpolation between the values listed. In no event shall the Adjustment Factor exceed 200%. If the performance percentage is below the 10%, the Adjustment Factor shall be zero.
Performance Percentage |
Adjustment Factor |
20% or above |
200% |
15% (“Target”) |
100% |
10% |
50% |
Below 10% |
0% |
For purposes of this Agreement, the number of vested Performance Units shall be determined by adding the number of vested TSR Performance Units and vested ROCE Performance Units.
1 Note to Draft: Equal to 50% of the number of Target Performance Units.
2 Note to Draft: Equal to 50% of the number of Target Performance Units.
Schedule I