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 | ||||||