0001401257false00014012572024-05-102024-05-10
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 10, 2024
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.) |
| | | | | | | | | | | | | | |
| 10344 Sam Houston Park Drive | Suite 300 | Houston | TX | 77064 |
| |
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code
(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:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | FET | | NYSE |
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, on May 10, 2024, stockholders approved the Second Amendment to Forum Energy Technologies, Inc.’s (the “Company”) Second Amended and Restated 2016 Stock and Incentive Plan (the “2016 Plan”). The Second Amendment increases the number of shares that may be granted under the 2016 Plan by 800,000 shares. A summary of the 2016 Plan, as amended, is contained in the Company’s definitive proxy statement relating to the 2024 Annual Meeting, as filed with the U.S. Securities and Exchange Commission on March 27, 2024, under the heading “Proposal 3—Approval of Amendment to Second Amended and Restated 2016 Stock and Incentive Plan.”
The foregoing description of the 2016 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2016 Plan, as amended, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting was held on May 10, 2024. Matters voted on at the 2024 Annual Meeting and the results thereof were as follows:
1.Election of Directors. The following individuals were elected as Class III directors to the Company's Board of Directors for a term of three years, each to serve until the annual meeting of stockholders in 2027 or until his successor is duly elected and qualified:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Michael McShane | | 6,935,938 | | | 980,682 | | | 2,081,941 | |
| Paul E. Rowsey III | | 7,657,296 | | | 258,494 | | | 2,082,771 | |
2.Approval of Executive Compensation. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
| | | | | | | | | | | |
| | | Votes Cast |
| For | | | 7,730,508 | |
| Against | | | 116,878 | |
| Abstentions | | | 68,404 | |
| Broker Non-Votes | | | 2,082,771 | |
3.Approval of an amendment to the Company's Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the amendment to the 2016 Plan:
| | | | | | | | | | | |
| | | Votes Cast |
| For | | | 7,613,274 | |
| Against | | | 235,784 | |
| Abstentions | | | 66,730 | |
| Broker Non-Votes | | | 2,082,773 | |
4.Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024:
| | | | | | | | | | | |
| | | Votes Cast |
| For | | | 9,807,160 | |
| Against | | | 101,004 | |
| Abstentions | | | 89,566 | |
| Broker Non-Votes | | | 831 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Exhibit Title or Description |
| | Second Amended and Restated 2016 Stock and Incentive Plan, as amended through May 10, 2024. |
| 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 15, 2024 | FORUM ENERGY TECHNOLOGIES, INC.
| |
| /s/ John C. Ivascu | |
| John C. Ivascu | |
| Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |