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
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.
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 Company’s 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 Company’s 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 Company’s 2008 Employee Stock Purchase plan was approved by the Company’s 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 Company’s 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 Company’s 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 Company’s 2017 Annual Meeting of Stockholders.
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1.
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The election of six directors to the Board of Directors;
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2.
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An advisory vote on named executive officer compensation;
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3.
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An advisory vote on the frequency of holding future advisory votes on named executive officer compensation;
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4.
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Approval of Amendment No. 2 to the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan;
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5
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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 Company’s independent registered public accounting firm for the fiscal year 2017.
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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 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
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307,344
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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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G. Stephen Finley
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74,594,999
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462,826
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6,775,214
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Paul L. Howes
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74,749,720
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308,105
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6,775,214
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Roderick A. Larson
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72,093,301
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2,964,524
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6,775,214
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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 Company’s Proxy Statement.
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For
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Against
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Abstain
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Broker Non-Votes
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72,589,457
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2,349,108
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119,260
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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.
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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51,701,628
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23,341,375
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14,822
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6,775,214
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Proposal 5: Approval of amending and restating the Company’s 2008 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
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Abstain
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Broker Non-Votes
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74,709,331
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330,053
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18,441
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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 Company’s 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
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80,951,877
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874,473
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6,689
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6,775,214
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