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): May 12, 2020
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2020, Forum Energy Technologies, Inc. (the “Company”) announced the appointment of Mr. Neal Lux to the office of Senior Vice President - Operations. Mr. Lux, age 44, has served in positions of increasing responsibility with the Company and its subsidiaries since 2009, most recently as Senior Vice President - Completions. Mr. Lux holds a B.S. in Industrial Engineering from Purdue University.
In connection with his appointment, Mr. Lux entered into an indemnification agreement with the Company in the form previously used with the Company’s executive officers. Mr. Lux 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. Lux and any other person pursuant to which Mr. Lux was appointed as Senior Vice President - Operations. There are no transactions in which Mr. Lux 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting was held on May 12, 2020. Matters voted on at the 2020 Annual Meeting and the results thereof were as follows:
1. | Election of Directors. The following individuals were elected as Class II directors to the Company's Board of Directors for a term of three years, each to serve until the annual meeting of stockholders in 2023 or until their successors are duly elected and qualified: | ||||||||
Nominee | For | Withheld | Broker Non-Votes | ||||||
Evelyn Angelle | 67,346,391 | 1,601,012 | 23,612,913 | ||||||
John A. Carrig | 63,980,453 | 4,966,950 | 23,612,913 | ||||||
Andrew L. Waite | 60,216,230 | 8,731,173 | 23,612,913 | ||||||
2. | Approval of Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s name executive officers: | |
Votes Cast | ||
For | 62,019,891 | |
Against | 6,425,213 | |
Abstentions | 502,299 | |
Broker Non-Votes | 23,612,913 | |
3. | Approval of Company’s Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the Company’s Second Amended and Restated 2016 Stock and Incentive Plan: | |
Votes Cast | ||
For | 60,320,960 | |
Against | 8,550,632 | |
Abstentions | 75,811 | |
Broker Non-Votes | 23,612,913 | |
4. | Reverse Stock Split. Stockholders approved amendments to our Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from one-for-ten (1:10) to one-for-twenty five (1:25), with the exact ratio to be determined at a later date by the Company’s Board of Directors, if the Board of Directors determines to implement a reverse stock split, and a corresponding reduction in the Company’s authorized shares of common stock, as described in the proxy statement: | |
Votes Cast | ||
For | 90,890,117 | |
Against | 1,568,215 | |
Abstentions | 101,984 | |
Broker Non-Votes | 0 | |
5. | Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for 2020: | |
Votes Cast | ||
For | 91,721,514 | |
Against | 792,049 | |
Abstentions | 46,753 | |
Broker Non-Votes | 0 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Title or Description | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: May 14, 2020 | FORUM ENERGY TECHNOLOGIES, INC. | |||
/s/ John C. Ivascu | ||||
John C. Ivascu | ||||
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||