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
July 31,
2020
Date of Report
(Date of earliest event reported)
Flotek
Industries, Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-13270
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90-0023731
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(State or Other Jurisdiction
of
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(Commission
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(IRS Employer
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Incorporation)
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File Number)
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Identification
No.)
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8846 N. Sam
Houston Pkwy W.,
Houston,
Texas 77064
(Address of
principal executive office and zip code)
(713)
849-9911
(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:
¨ 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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par
value
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FTK
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New York Stock
Exchange
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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. ¨
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Item
5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Harsha V. Agadi to Board of Directors
On July 31, 2020,
the board of directors (the "Board") of Flotek Industries, Inc.
(the "Company") increased the number of directors on the Board from
six to seven and appointed Harsha V. Agadi to the Board and to the
Compensation Committee of the Board. Mr. Agadi will serve as the
Chairman of the Compensation Committee.
Mr. Agadi, age
57, is currently the Chairman and CEO of GHS Holdings, LLC, an
investing and restaurant consulting business. Mr. Agadi serves on
the board of Crawford & Company (NYSE: CRDA), the world's
largest publicly-listed independent claims management company
operating in over 40 countries, where he was President and CEO from
August 2015 to May 2020. Mr. Agadi also serves on the board of
Diversified Foodservice Supply, Inc, a leading private distributor
of maintenance repair and operation parts, supplies and equipment
to the foodservice industry.
Mr. Agadi
previously served as chairman of the board for Quiznos, LLC and The
Krystal Company, and was the chairman of the compensation committee
for Belmond Ltd., a worldwide hospitality and leisure company, and
Crawford & Company. Mr. Agadi was Chairman and CEO of
Friendly’s Ice Cream LLC, a restaurant chain which provides ice
cream desserts and sandwiches; President and CEO of Church’s
Chicken, a franchised quick service chicken restaurant with
operations in 20 plus countries around the world; and has served in
leadership positions at other prominent global companies for more
than 30 years. Mr. Agadi is also the Chairman of the SKSVMA College
of Engineering and Agadi Sunrise Hospital Private Limited in India.
Mr. Agadi has a Master of Business Administration from the Fuqua
School of Business at Duke University and a Bachelor of Commerce
from the University of Mumbai.
The Company
believes that Mr. Agadi's extensive experience as a senior
executive and board member, and in particular his experience as
chairman of boards of directors and compensation committees, makes
him a valuable addition to the Board and the Compensation Committee
of the Board.
Mr. Agadi has not
been involved in any related transactions or relationships with the
Company that would require disclosure under Item 404(a) of
Regulation S-K. There are no agreements or understandings between
Mr. Agadi and any other persons pursuant to which Mr. Agadi was
selected as a director. The Board has considered any relationships
that Mr. Agadi has with the Company and has determined that he is
independent.
Mr. Agadi will be
compensated in accordance with the Company's customary compensation
practices for non-employee directors as previously disclosed in the
Company's Definitive Proxy Statement filed on April 3, 2020,
including a grant of shares of restricted common stock of the
Company.
Appointment
of Ryan Ezell as President of Chemistry Technologies
On August 3,
2020, the Board promoted Ryan Ezell to the position of President of
Chemistry Technologies. Previously, Dr. Ezell served at the Company
as Senior Vice President, Operations since March 2020 and Vice
President, Operations since August 2019. Prior to joining Flotek,
Dr. Ezell was a global leader at Halliburton from May 2006 to July
2019, most recently serving as Vice President of Baroid Drilling
Fluids. He has over 20 years of experience in the oil and gas
services industry, including 10 years of international expatriate
experience in Africa and the Middle East, Europe and Eurasia
regions. Dr. Ezell earned a Bachelor of Science degree in Chemistry
from Millsaps College and a Ph. D in Polymer Science from the
University of Southern Mississippi. He is a published scientist and
an author on more than 26 patents.
Dr. Ezell does
not currently have an employment agreement with the Company.
Pursuant to Dr. Ezell's current compensation arrangements, Dr.
Ezell receives an annual base salary of $300,000 and is eligible to
participate in the Company's long-term incentive plans. Dr. Ezell
is also eligible to earn an annual bonus with a target amount equal
to his annual base salary multiplied by 75%, based on achievement
of performance goals established by the compensation committee of
the Board. In the event that Dr. Ezell's employment is terminated
by the Company, Dr. Ezell will receive severance equal to twelve
months base salary.
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Item
7.01.
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Regulation
FD Disclosure.
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On August 6,
2020, the Company issued a press release announcing Mr. Agadi's
appointment. The press release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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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.
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FLOTEK
INDUSTRIES, INC.
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Date: August 6,
2020
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/s/ Nicholas J.
Bigney
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Name:
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Nicholas J.
Bigney
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Title:
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Senior Vice President,
General Counsel & Corporate Secretary
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