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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.
After approximately nine years of service on the Board of Directors
(the “Board”) of Newpark Resources, Inc. (“Newpark” or the “Company”), including five years of service as Chairman of the Board, Mr. Anthony J. Best informed the Corporate Secretary of Newpark on December 1, 2022 pursuant to Newpark’s Amended and Restated Bylaws that he does not intend to stand for re-election at the Company's next Annual General Meeting of Stockholders in May 2023 (the “Annual Meeting”), but instead intends
to retire from the Board effective at the conclusion of the Annual Meeting. The anticipated retirement of Mr. Best from the Board did not arise from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Mr. Best intends to serve out the rest of his term as a director.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The
information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement, report or other document filed by Newpark pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
With the anticipated retirement of Mr. Best from the Board at the Annual Meeting, the Board determined on December 1, 2022 that the size of the Board will be reduced at the Annual Meeting from eight directors to seven directors. Additionally, the Compensation
Committee recommended and the Board approved an approximate 15% reduction in the overall compensation of each of the non-executive directors of the Board, including the Chairman of the Board, that will be effective starting on January 1, 2023.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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.
