TETRA Technologies, Inc. (NYSE:TTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective July 15, 2018, the Board of Directors of TETRA Technologies, Inc. ("TETRA" or the "Company") increased the size of the Board of Directors from seven (7) to eight (8) directors and in connection therewith appointed Gina A. Luna as member of the Board of Directors.Ms. Luna will serve until the Company’s Annual Meeting of Stockholders in 2019 or until her successor has been duly elected and qualified. Ms. Luna has also been appointed to the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors.The Board of Directors has determined that Ms. Luna is independent, as independence is defined in the listing standards of the New York Stock Exchange and Section 10A of the Securities Exchange Act of 1934, as amended.
Gina A. Luna, 45, has served as the Chief Executive Officer of Luna Strategies, LLC, an independent consulting firm since November 2016. Prior to that, Ms. Luna served at JPMorgan Chase & Co. for 21 years, holding several senior management level positions, most recently as Managing Director, Chase Commercial Banking, from 2009 to November 2016, as Chief Marketing Officer, Chase Commercial Banking, from 2005 to 2009, and as Chief Operating Officer, Commercial & Investment Banking, South Region, from 2000 to 2005. Ms. Luna received a Bachelor of Science in Business Administration, with majors in finance and management, from Texas A&M University.
Ms. Luna will receive compensation for her service as a director consistent with that of the Company’s other non-employee directors, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2018 and Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. It is anticipated that Ms. Luna will be granted an award of restricted shares of the Company’s common stock under the Tetra Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan consistent with the Company’s non-employee director compensation guidelines.
There are no arrangements or understandings between Ms. Luna and any other person to which she was appointed as a director. Neither the Company nor the Board of Directors is aware of any transaction in which Ms. Luna has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Luna will be indemnified by the Company to the Company’s Certificate of Incorporation and Amended and Restated Bylaws for actions associated with being a director.In addition, the Company will enter into an indemnification agreement with Ms. Luna that will provide for indemnification to the fullest extent permitted under Delaware law. The indemnification agreement will provide for indemnification of expenses, liabilities, judgments, fines and amounts paid in settlement in connection with proceedings brought against Ms. Luna as a result of her service as a director. The indemnification agreement is substantially identical to the form of agreement executed by the Company’s other directors and executive officers.
A copy of the news release announcing the appointment of Ms. Luna is attached hereto as Exhibit 99.1.
Item 9.01. Exhibits.
(d) Exhibits.
|
99.1 |
News Release dated July 18, 2018, issued by TETRA Technologies, Inc. |
TETRA TECHNOLOGIES INC ExhibitEX-99.1 2 tti-ex991_21.htm EX-99.1 tti-ex991_21.htm Exhibit 99.1 FOR IMMEDIATE RELEASE TETRA Technologies,…To view the full exhibit click here
About TETRA Technologies, Inc. (NYSE:TTI)
TETRA Technologies, Inc. is an oil and gas services company. The Company focuses on completion fluids and associated products and services, water management, production well testing, offshore rig cooling, compression services and equipment, and offshore services, such as decommissioning and diving. It is composed of five segments organized into four divisions: Fluids, Production Testing, Compression and Offshore. The Fluids division manufactures and markets clear brine fluids, additives and associated products and services to the oil and gas industry. Its Production Testing division provides frac flowback services, production well testing services, offshore rig cooling and other associated services in various oil and gas producing regions. The Compression division provides compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. The Offshore division consists of two operating segments: Offshore Services and Maritech.