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): February 17, 2017
FORUM ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35504 | 61-1488595 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
920 Memorial City Way, Suite 1000
Houston, Texas 77024
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 949-2500
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2017, Forum Energy Technologies, Inc. (the “Company”) announced the appointment of Mr. Prady Iyyanki as President and Chief Executive Officer, effective May 16, 2017. As part of this long planned transition, Mr. C. Christopher Gaut, the current Chief Executive Officer, will become Executive Chairman of the Company’s board of directors (the “Board”). The Board has also nominated Mr. Iyyanki to stand for election as a director at the 2017 Annual Meeting of Stockholders.
Mr. Iyyanki, age 46, has served as the Company’s President and Chief Operating Officer since May 2016. From January 2014 to May 2016, he served as Executive Vice President and Chief Operating Officer. Mr. Iyyanki was a private investor from March 2013 to December 2013. From April 2011 to March 2013, Mr. Iyyanki served as Vice President of GE Oil and Gas, a manufacturer of capital equipment and service provider for the oil and gas industry, and from April 2011 to December 2012 he served as President and Chief Executive Officer of the GE Oil and Gas Turbo Machinery business. From June 2006 to April 2011, Mr. Iyyanki served as President and Chief Executive Officer of the GE Power and Water Gas Engines business. Mr. Iyyanki holds a B.S. in Mechanical Engineering from Jawaharlal Nehru Technology University and an M.S. in Engineering from South Dakota State University.
Mr. Iyyanki does not have any family relationships with any director, executive officer, or any person nominated to become a director or executive officer of the Company and there are no arrangements or understandings between Mr. Iyyanki and any other person pursuant to which Mr. Iyyanki was appointed as the President and Chief Executive Officer of the Company. There are no transactions in which Mr. Iyyanki had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A copy of the release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 20, 2017, the Company issued a press release announcing the leadership transition described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, and is not incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:
| Exhibit No. |
Exhibit Title or Description | |
| 99.1 | Forum Energy Technologies, Inc. Press Release dated February 20, 2017. | |
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.
| Date: February 21, 2017 | FORUM ENERGY TECHNOLOGIES, INC. | |||||
| /s/ James L. McCulloch | ||||||
| James L. McCulloch | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
Exhibit Index
| Exhibit No. |
Exhibit Title or Description | |
| 99.1 | Forum Energy Technologies, Inc. Press Release dated February 20, 2017. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Forum Energy Technologies Announces CEO Succession
HOUSTON, Texas, February 20, 2017 – Forum Energy Technologies, Inc. (NYSE: FET) announced today that as part of a long planned transition its Board of Directors appointed Mr. Prady Iyyanki as President and Chief Executive Officer, effective May 16, 2017. Mr. Iyyanki currently serves as President and Chief Operating Officer. Mr. C. Christopher Gaut, the current Chief Executive Officer, will become Executive Chairman. The Board has also nominated Mr. Iyyanki to stand for election as a director at the 2017 Annual Meeting of Stockholders in May.
Cris Gaut commented, “It has been a privilege to serve as Chairman and CEO of Forum since its inception six and a half years ago. Three years ago we brought Prady on board to create a more professional, streamlined, and efficient organization that was capable of becoming a force to be reckoned with in the oilfield manufacturing space. Since then he has proven himself at every turn to be an excellent leader with strong business judgement. I was pleased to recommend this move to our Board, and I look forward to the continued growth and prosperity of the company under Prady’s leadership.”
“I am honored to lead Forum into its next chapter,” said Prady Iyyanki. “Cris successfully set the direction for Forum’s business and financial strategy, led the transition to being a public company and built a firm foundation of trust with our investors and customers. He established Forum as a strong competitor within the oilfield equipment manufacturing sector, and has proven to be an excellent mentor for me and many others. In his new position, he will continue to be actively involved with our larger strategic matters, as well as acquisition and capital markets efforts. I look forward to continuing my strong partnership with Cris.”
Prady joined Forum in 2014 after sixteen years of experience with General Electric (GE) in various senior management roles. He served as President and CEO of GE Genbacher/Gas Engines from 2006 – 2011 and President and CEO of Turbomachinery Equipment from 2011 – 2012. He has a Bachelor of Science in Engineering from Jawaharlal Nehru Technology University, India and a Master of Science in Engineering from South Dakota State University.
Forum Energy Technologies is a global oilfield products company, serving the drilling, subsea, completions, production and infrastructure sectors of the oil and natural gas industry. The Company’s products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. For more information, please visit www.f-e-t.com.
Investor Contact
Mark Traylor – Vice President, Investor Relations and Planning
281.368.1108
mark.traylor@f-e-t.com
Media Contact
Donna Smith – Director, Marketing & Communications
281.949.2514
donna.smith@f-e-t.com