NEWPARK RESOURCES, INC. (NYSE:NR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval of Amendment No. 2 to the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan
Employee Equity Incentive Plan
On April 3, 2017, the Board of Directors of Newpark Resources,
Inc. (the Company), subject to stockholder approval, approved
Amendment No. 2 (the Amendment) to the Newpark Resources, Inc.
2015 Employee Equity Incentive Plan (the 2015 Plan). The
Amendment was also approved by the stockholders of the Company on
May 18, 2017. The Amendment to the 2015 Plan increases the number
of shares available for issuance thereunder by 2,000,000 shares
to a total of 9,800,000 shares.
Inc. (the Company), subject to stockholder approval, approved
Amendment No. 2 (the Amendment) to the Newpark Resources, Inc.
2015 Employee Equity Incentive Plan (the 2015 Plan). The
Amendment was also approved by the stockholders of the Company on
May 18, 2017. The Amendment to the 2015 Plan increases the number
of shares available for issuance thereunder by 2,000,000 shares
to a total of 9,800,000 shares.
The principal features of the Amendment and the 2015 Plan are
described in detail under Proposal No. 4 Approval of an Amendment
to the 2015 Employee Equity Incentive Plan of the Companys
Definitive Proxy Statement on Schedule 14A for the 2017 Annual
Meeting of Stockholders filed by the Company with the Securities
and Exchange Commission on April 6, 2017 (the Proxy Statement).
The description of the principal features of the Amendment and
the 2015 Plan included in the Proxy Statement is incorporated
herein by reference.
described in detail under Proposal No. 4 Approval of an Amendment
to the 2015 Employee Equity Incentive Plan of the Companys
Definitive Proxy Statement on Schedule 14A for the 2017 Annual
Meeting of Stockholders filed by the Company with the Securities
and Exchange Commission on April 6, 2017 (the Proxy Statement).
The description of the principal features of the Amendment and
the 2015 Plan included in the Proxy Statement is incorporated
herein by reference.
The foregoing description of the principal features of the
Amendment and the 2015 Plan is qualified in its entirety by
reference to the full text of the Amendment, which is filed as
Exhibit 4.9 to the Companys Registration Statement on Form S-8 on
May 18, 2017 (SEC File No. 333-218072).
Amendment and the 2015 Plan is qualified in its entirety by
reference to the full text of the Amendment, which is filed as
Exhibit 4.9 to the Companys Registration Statement on Form S-8 on
May 18, 2017 (SEC File No. 333-218072).
Approval of the Amended and Restated Employee Stock Purchase Plan
On April 3, 2017, the Board of Directors of the Company, subject
to stockholder approval, approved the Amended and Restated
Employee Stock Purchase Plan (the Amended ESPP). The amendment
and restatement of the Companys 2008 Employee Stock Purchase plan
was approved by the Companys stockholders on May 18, 2017. The
Amended ESPP, among other things, (i) increases in the number of
shares available for issuance thereunder by 1,000,000 shares to a
total of 2,000,000 shares; (ii) removes the term of the Amended
ESPP; (iii) adds a component facilitating the potential
participation of employees outside of the United States; and (iv)
includes a limitation of 2,000 shares that may be acquired by a
participant during an option period.
to stockholder approval, approved the Amended and Restated
Employee Stock Purchase Plan (the Amended ESPP). The amendment
and restatement of the Companys 2008 Employee Stock Purchase plan
was approved by the Companys stockholders on May 18, 2017. The
Amended ESPP, among other things, (i) increases in the number of
shares available for issuance thereunder by 1,000,000 shares to a
total of 2,000,000 shares; (ii) removes the term of the Amended
ESPP; (iii) adds a component facilitating the potential
participation of employees outside of the United States; and (iv)
includes a limitation of 2,000 shares that may be acquired by a
participant during an option period.
The principal features of the Amended ESPP are described in
detail under Proposal No. 5 Approval of an Amendment and
Restatement of Newpark Resources, Inc. 2008 Employee Stock
Purchase Plan of the Companys Proxy Statement. The description of
the principal features of the Amended ESPP included in the Proxy
Statement is incorporated herein by reference.
detail under Proposal No. 5 Approval of an Amendment and
Restatement of Newpark Resources, Inc. 2008 Employee Stock
Purchase Plan of the Companys Proxy Statement. The description of
the principal features of the Amended ESPP included in the Proxy
Statement is incorporated herein by reference.
The foregoing description of the principal features of the
Amended ESPP is qualified in its entirety by reference to the
full text of the Amended ESPP, which is filed as Exhibit 4.7 to
the Companys Registration Statement on Form S-8 on May 18, 2017
(SEC File No. 333-218074).
Amended ESPP is qualified in its entirety by reference to the
full text of the Amended ESPP, which is filed as Exhibit 4.7 to
the Companys Registration Statement on Form S-8 on May 18, 2017
(SEC File No. 333-218074).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2017, the following proposals were submitted to the
stockholders of the Company at the Companys 2017 Annual Meeting
of Stockholders.
stockholders of the Company at the Companys 2017 Annual Meeting
of Stockholders.
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1.
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The election of six directors to the Board of
Directors; |
|
2.
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An advisory vote on named executive officer
compensation; |
|
3.
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An advisory vote on the frequency of holding future
advisory votes on named executive officer compensation; |
|
4.
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Approval of Amendment No. 2 to the Newpark Resources,
Inc. 2015 Employee Equity Incentive Plan; |
|
Approval of the Amended and Restated Employee Stock
Purchase Plan; and |
|
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6.
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The ratification of the appointment of Deloitte Touche
LLP as the Companys independent registered public accounting firm for the fiscal year 2017. |
The proposals are more fully described in the Companys Proxy
Statement. The following are the final vote results along with a
brief description of each proposal.
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 2018 Annual Meeting of
Stockholders.
Company elected each of the following director nominees for a
term that will continue until the 2018 Annual Meeting of
Stockholders.
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Director
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Votes For
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Withheld
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Broker Non-Votes
|
|||
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David C. Anderson
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74,750,481
|
307,344
|
6,775,214
|
|||
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Anthony J. Best
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74,614,264
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443,561
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6,775,214
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|||
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G. Stephen Finley
|
74,594,999
|
462,826
|
6,775,214
|
|||
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Paul L. Howes
|
74,749,720
|
308,105
|
6,775,214
|
|||
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Roderick A. Larson
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72,093,301
|
2,964,524
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6,775,214
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|||
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Gary L. Warren
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74,038,329
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1,019,496
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6,775,214
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|||
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 Companys Proxy Statement.
compensation – the stockholders of the Company approved, on a
non-binding advisory basis, the compensation of the named
executive officers as described in the Companys Proxy Statement.
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For
|
Against
|
Abstain
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Broker Non-Votes
|
|
72,589,457
|
2,349,108
|
119,260
|
6,775,214
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Proposal 3: An advisory vote on the frequency of holding future
advisory votes on named executive officer compensation – the
stockholders of the Company approved, on a non-binding advisory
basis, the holding of future advisory votes on named executive
officer compensation every year.
advisory votes on named executive officer compensation – the
stockholders of the Company approved, on a non-binding advisory
basis, the holding of future advisory votes on named executive
officer compensation every year.
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One Year
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Two Years
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Three Years
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Abstain
|
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58,918,107
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159,448
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15,864,694
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115,576
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Proposal 4: Approval of Amendment No. 2 to the 2015 Employee
Equity Incentive Plan – the stockholders approved Amendment No. 2
to the 2015 Employee Equity Incentive Plan.
Equity Incentive Plan – the stockholders approved Amendment No. 2
to the 2015 Employee Equity Incentive Plan.
|
For
|
Against
|
Abstain
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Broker Non-Votes
|
|
51,701,628
|
23,341,375
|
14,822
|
6,775,214
|
Proposal 5: Approval of amending and restating the Companys 2008
Employee Stock Purchase Plan – the stockholders approved the
Amended and Restated Employee Stock Purchase Plan.
Employee Stock Purchase Plan – the stockholders approved the
Amended and Restated Employee Stock Purchase Plan.
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For
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Against
|
Abstain
|
Broker Non-Votes
|
|
74,709,331
|
330,053
|
18,441
|
6,775,214
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Proposal 6: Ratification of the Appointment of Independent
Registered Public Accounting Firm – the stockholders of the
Company ratified the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year 2017.
Registered Public Accounting Firm – the stockholders of the
Company ratified the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year 2017.
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For
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Against
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Abstain
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Broker Non-Votes
|
|
80,951,877
|
874,473
|
6,689
|
6,775,214
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment No. 2 to Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.9 to the Companys Registration Statement on Form S-8 filed on May 18, 2017 (SEC File No. 333-218072). |
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10.2
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Newpark Resources, Inc. Amended and Restated Employee
Stock Purchase Plan, incorporated by reference to Exhibit 4.7 to the Companys Registration Statement on Form S-8 filed on May 18, 2017 (SEC File No. 333-218074). |
About NEWPARK RESOURCES, INC. (NYSE:NR)
Newpark Resources, Inc. is an oil and gas supplier. The Company provides products and services to the oil and gas exploration (E&P) industry. The Company operates its business through two segments: Fluids Systems, and Mats and Integrated Services. The Company’s Fluids Systems segment offers customized solutions, including technical drilling projects involving subsurface conditions, such as horizontal, directional, geologically deep or deep water drilling. It offers drilling fluids solutions to E&P customers in North America; Europe, the Middle East and Africa (EMEA); Latin America, and Asia Pacific. The Mats and Integrated Services segment provides composite mat rentals, well site construction and related site services to oil and gas customers at well, production, transportation and refinery locations in the United States. The Company manufactures DURA-BASE Advanced Composite Mats for use in its rental operations, as well as for third-party sales. NEWPARK RESOURCES, INC. (NYSE:NR) Recent Trading Information
NEWPARK RESOURCES, INC. (NYSE:NR) closed its last trading session up +0.05 at 8.05 with 586,249 shares trading hands.