Newpark Resources Holds Annual Meeting, Elects Directors
Ticker: NPKI · Form: 8-K · Filed: May 20, 2024 · CIK: 71829
| Field | Detail |
|---|---|
| Company | Newpark Resources Inc (NPKI) |
| Form Type | 8-K |
| Filed Date | May 20, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, annual-meeting, auditor-ratification
Related Tickers: NRK
TL;DR
NRK shareholders re-elected the board and approved exec pay; auditor ratified.
AI Summary
On May 16, 2024, Newpark Resources, Inc. filed an 8-K report detailing several key corporate actions. The company announced the results of its annual meeting of stockholders, where all director nominees were elected and the advisory vote on executive compensation was approved. Additionally, the company ratified the appointment of its independent registered public accounting firm for the fiscal year ending December 31, 2024.
Why It Matters
This filing confirms the company's leadership structure and auditor for the upcoming fiscal year, providing stability and clarity for investors.
Risk Assessment
Risk Level: low — The filing reports routine corporate governance matters such as director elections and auditor ratification, which typically carry low risk.
Key Players & Entities
- Newpark Resources, Inc. (company) — Registrant
- May 16, 2024 (date) — Date of earliest event reported
- December 31, 2024 (date) — Fiscal year end
FAQ
What was the outcome of the director elections at Newpark Resources' annual meeting?
All director nominees presented at the annual meeting of stockholders held on May 16, 2024, were elected.
Was the advisory vote on executive compensation approved?
Yes, the advisory vote to approve executive compensation was approved by the stockholders.
Who was ratified as Newpark Resources' independent registered public accounting firm?
The appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified.
On what date was the earliest event reported in this 8-K filing?
The earliest event reported was on May 16, 2024.
What is the state of incorporation for Newpark Resources, Inc.?
Newpark Resources, Inc. is incorporated in Delaware.
Filing Stats: 1,066 words · 4 min read · ~4 pages · Grade level 11.7 · Accepted 2024-05-20 16:35:45
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value NR New York Stock Exchange
Filing Documents
- nr-20240516.htm (8-K) — 59KB
- a20248kmayannualmeetingex31.htm (EX-3.1) — 12KB
- a20248kmayannualmeetingex32.htm (EX-3.2) — 8KB
- a20248kmayannualmeetingex33.htm (EX-3.3) — 21KB
- nr-20240516_g1.jpg (GRAPHIC) — 53KB
- 0000071829-24-000058.txt ( ) — 350KB
- nr-20240516.xsd (EX-101.SCH) — 2KB
- nr-20240516_lab.xml (EX-101.LAB) — 23KB
- nr-20240516_pre.xml (EX-101.PRE) — 13KB
- nr-20240516_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 16, 2024, Newpark Resources, Inc. (the "Company") filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to its Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, of which no shares were outstanding. Effective upon filing, the Certificate of Elimination amended the Company's Restated Certificate of Incorporation to eliminate the Company's Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. On May 16, 2024, at the annual meeting of shareholders (the "2024 Annual Meeting") of Newpark Resources, Inc. (the "Company"), the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to limit the liability of officers as permitted by law. Following shareholder approval, on May 16, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. On May 16, 2024, the Company filed a Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Second Restated Certificate of Incorporation restates and integrates into a single document, but does not further amend, the Company's Restated Certificate of Incorporation, as amended and restated to date. The foregoing summary of the Certificate of Elimination, the Certificate of Amendment and the Second Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Elimination, the Certificate of Amendment and the Second Restated Certificate of Incorporation, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On May 16, 2024, the following proposals were submitted to the Company's stockholders at the 2024 Annual Meeting. 1. The election of seven director nominees to our Board of Directors; 2. An advisory vote to approve our named executive officer compensation; 3. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2024; and 4. Approval of an amendment to the Company's Restated Certificate of Incorporation to limit the liability of officers as permitted by law. The proposals are more fully described in the Company's Proxy 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 2025 Annual Meeting of Stockholders. Director For Against Abstain/Withheld Broker Non-Votes Matthew S. Lanigan 66,380,203 516,407 5,287 8,479,809 Roderick A. Larson 61,286,557 5,609,954 5,386 8,479,809 Michael A. Lewis 57,291,682 9,603,820 6,395 8,479,809 Claudia M. Meer 60,568,166 6,328,392 5,339 8,479,809 John C. Ming 61,355,334 5,541,268 5,295 8,479,809 Rose M. Robeson 64,450,621 2,445,937 5,339 8,479,809 Donald W. Young 64,819,430 2,077,272 5,195 8,479,809 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 Company's Proxy Statement. For Against Abstain/Withheld Broker Non-Votes 60,933,947 5,917,171 50,779 8,479,809 Proposal 3: Ratification of the appointment of independent registered public accounting firm : The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Elimination, dated May 16, 2024, to the Restated Certificate of Incorporation of Newpark Resources, Inc. 3.2 Certificate of Amendment, dated May 16, 2024, to the Restated Certificate of Incorporation of Newpark Resources, Inc. 3.3 Second Restated Certificate of Incorporation of Newpark Resources, Inc., dated May 17, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
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. NEWPARK RESOURCES, INC. (Registrant) Date: May 20, 2024 By: /s/ M. Celeste Frug M. Celeste Frug VP, General Counsel and Corporate Secretary