Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 22, 2018

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-15903		72-1100013
(Commission File Number)		(IRS Employer Identification No.)

575 North Dairy Ashford, Suite 300 Houston, Texas		77079
(Address of Principal Executive Offices)		(Zip Code)

(281) 921-6400

(Registrant’s Telephone Number, Including Area Code)

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 ( see General Instruction A.2. below):

☐

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 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.

CARBO Ceramics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2018. Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 29, 2018.

Proposal 1:

Election of six directors.

The six individuals listed below were elected as directors of the Company at the Annual Meeting. Voting results for each director were as follows:


Names	For		Withheld		Broker Non-Votes
Sigmund L. Cornelius		14,045,174		3,357,919		6,073,233
Chad C. Deaton		14,047,153		3,355,940		6,073,233
Gary A. Kolstad		13,991,503		3,411,590		6,073,233
H.E. Lentz, Jr.		13,810,624		3,592,469		6,073,233
Randy L. Limbacher		13,996,376		3,406,717		6,073,233
William C. Morris		12,740,167		4,662,926		6,073,233

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Voting results with respect to the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018 were as follows:


For	Against	Abstentions	Broker Non-Votes
23,155,535	253,290	67,501	0

Proposal 3:

Advisory vote on the compensation of the named executive officers.

Voting results with respect to the advisory vote on the compensation of the named executive officers were as follows:


For	Against	Abstentions	Broker Non-Votes
10,334,233	6,775,920	292,940	6,073,233

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.


	CARBO CERAMICS INC.
Date: May 24, 2018

	By:	/s/ Robert J. Willette
		Robert J. Willette
		VP, General Counsel, Corporate Secretary and Chief Compliance Officer