Form 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

Date of Report (Date of earliest event reported): April 21, 2017

 

 

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13270   90-0023731

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

10603 W. Sam Houston Pkwy N., Suite 300

Houston, Texas

  77064
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 849-9911

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 21, 2017, Flotek Industries, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders elected all of the Company’s nominees for director, approved the compensation of the Company’s named executive officers on an advisory basis and ratified the selection of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

A total of 52,613,828 shares of the Company’s common stock were present at the meeting in person or by proxy, which represented approximately 91.2% of the outstanding shares of the Company’s common stock as of March 2, 2017, the record date for the Annual Meeting.

(1) Proposal One: Election of directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. Each director was elected as follows:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Michelle M. Adams

  40,907,933   154,500   604,565   10,946,830

Ted D. Brown

  40,286,435   787,274   593,289   10,946,830

John W. Chisholm

  40,909,471   734,233   23,294   10,946,830

L. Melvin Cooper

  38,069,666   3,004,040   593,292   10,946,830

Carla S. Hardy

  40,342,953   732,405   591,640   10,946,830

Kenneth T. Hern

  40,332,808   733,802   600,388   10,946,830

L.V. “Bud” McGuire

  40,274,084   799,294   593,620   10,946,830

John S. Reiland

  40,275,437   797,344   594,217   10,946,830

(2) Proposal Two: Advisory Vote to Approve Executive Compensation. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

40,746,862

  808,790   111,346   10,946,830

(3) Proposal Three: Ratification of selection of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The selection of Hein & Associates LLP was ratified as follows:

 

For

 

Against

 

Abstain

52,320,968

  220,273   72,587


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.

 

      FLOTEK INDUSTRIES, INC.
Date: April 24, 2017      

/s/ H. Richard Walton

      H. Richard Walton
      Executive Vice President and Chief Financial Officer