8-K
TETRA TECHNOLOGIES INC (TTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 7, 2020
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13455 | 74-2148293 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices, and Zip Code)
(281) 367-1983
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | TTI | NYSE |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | ||
| --- | --- | |
| 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 5.07. Submission of Matters to a Vote of Security Holders.
(a)The Company’s annual meeting of stockholders was held on May 7, 2020.
(b)The following matters were voted upon by the stockholders of the Company at its 2020 annual meeting of stockholders:
| (i) | Item 1 – the election of eight members to the Company’s Board of Directors; |
|---|---|
| (ii) | Item 2 – the ratification and approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and |
| --- | --- |
| (iii) | Item 3 – the advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement. |
| --- | --- |
The matters listed above are described in detail in the Company’s Proxy Statement.
Item 1 - Election of Directors – the nominees listed below were elected directors with the respective votes set forth opposite their names:
| Votes For | Votes Withheld | Broker Non-Votes | |
|---|---|---|---|
| Mark E. Baldwin | 94,739,809 | 1,933,808 | 16,208,103 |
| Thomas R. Bates, Jr. | 87,853,030 | 8,820,587 | 16,208,103 |
| Paul D. Coombs | 92,891,250 | 3,782,367 | 16,208,103 |
| John F. Glick | 92,829,592 | 3,844,025 | 16,208,103 |
| Gina A. Luna | 93,111,249 | 3,562,368 | 16,208,103 |
| Brady M. Murphy | 94,274,768 | 2,398,849 | 16,208,103 |
| William D. Sullivan | 92,667,176 | 4,006,441 | 16,208,103 |
| Joseph C. Winkler III | 94,744,244 | 1,929,373 | 16,208,103 |
Item 2 – Ratification of Auditors – the stockholders approved the appointment of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below:
| Votes For | Votes Against | Votes Abstained |
|---|---|---|
| 110,720,114 | 2,113,510 | 48,096 |
Item 3 – Advisory Vote to Approve the Compensation of Named Executive Officers – the stockholders approved, on a non-binding basis, compensation of the named executive officers as described in the Company's proxy statement with the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 86,049,593 | 9,383,749 | 1,240,275 | 16,208,103 |
Item 7.01. Regulation FD Disclosure.
Following the May 7, 2020 annual meeting of stockholders, William D. Sullivan was reappointed as Chairman of the Board of Directors. In addition, the committees of the Board of Directors were reconstituted as follows:
Audit Committee:
Mark E. Baldwin, Chairman
Paul D. Coombs
Gina A. Luna
Joseph C. Winkler III
Compensation Committee:
Thomas R. Bates, Jr., Chairman
John F. Glick
Joseph C. Winkler III
Nominating, Governance and Sustainability Committee:
John F. Glick, Chairman
Paul D. Coombs
Gina A. Luna
Item 8.01 Other Events.
On May 7, 2020, the Compensation Committee of the Board of Directors of TETRA approved an $80,000 cash award to each of the non-employee directors of the Company. The cash awards are in lieu of, and represent a 20% reduction in the dollar value of, the annual equity awards that have historically been granted to each of TETRA’s non-employee directors in conjunction with the annual meeting of stockholders. The Compensation Committee granted cash awards because there were not a sufficient number of shares available under the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan to fully grant the awards in shares.
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.
| TETRA Technologies, Inc. | ||
|---|---|---|
| By: | /s/Bass C. Wallace, Jr. | |
| Bass C. Wallace, Jr. | ||
| Senior Vice President and General Counsel | ||
| Date: May 11, 2020 |