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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 22, 2026

TETRA Technologies, Inc.

(Exact Name of Registrant as Specified in Charter) 

Delaware			1-13455			74-2148293
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983

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 (see General Instruction A.2. below):

 

			☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

			☐			Pre-commencement communication 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(s)			Name of each exchange on which registered
Common Stock			TTI			New York Stock Exchange
Preferred Share Purchase Right			NA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
			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 5.07 Submission of Matters to a Vote of Security Holders.

(a)			The Annual Meeting was held on May 22, 2026.
(b)			The following matters were voted upon by the stockholders of the Company at the Annual Meeting:
			Item 1 – the election of eight members to the Company’s Board of Directors;
			Item 2 – the advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;
			Item 3 – ratification of the approval of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
			Item 4 – approval of the amendment to the Company’s Tax Benefits Preservation Plan.

The matters listed above are described in detail in the Proxy Statement.

Item 1 - Election of Directors – the nominees listed below were elected directors with the respective votes set forth opposite their names:

						Votes For			Votes Withheld			Broker Non-votes
			Thomas R. Bates, Jr.			100,229,609			1,664,544			14,168,346
			Christian A. Garcia			101,608,971			285,182			14,168,346
			John F. Glick			100,324,738			1,569,415			14,168,346
			Angela D. John			100,616,750			1,277,403			14,168,346
			Sharon B. McGee			99,865,325			2,028,828			14,168,346
			Brady M. Murphy			100,995,678			898,475			14,168,346
			Julia A. Sloat			100,991,915			902,238			14,168,346
			Shawn D. Williams			101,597,336			296,817			14,168,346

Item 2 – Advisory Vote to Approve the Compensation of Named Executive Officers – the stockholders approved, on a non-binding basis, compensation of the named executive officers as described in the Proxy Statement. The votes were as follows:

			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
			100,758,443			1,053,739			81,971			14,168,346

Item 3 – Ratification of Auditors – the stockholders approved the appointment of Grant Thornton LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2026. The votes were as follows:

			Votes For			Votes Against			Votes Abstained
			115,797,558			74,408			190,533

Item 4 – Ratification of Amendment No. 1 to the Company’s Tax Benefits Preservation Plan. The votes were as follows:

			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
			94,361,437			7,490,191			42,525			14,168,346

Item 8.01 Other Events.

Following the Annual Meeting, John F. Glick was reappointed as Chair of the Board. In addition, the committees of the Board were reconstituted as follows:

Audit Committee:

Christian A. Garcia, Chair

Angela D. John

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Julia A. Sloat

Shawn D. Williams

Human Capital Management and Compensation Committee:

Thomas R. Bates, Jr., Chair

Sharon B. McGee

Shawn D. Williams

Nominating, Governance and Sustainability Committee:

Sharon B. McGee, Chair

Angela D. John

Julia A. Sloat

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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.

TETRA Technologies, Inc.
By:			/s/Brady M. Murphy
			Brady M. Murphy
			President and
			Chief Executive Officer

Date:

May 26, 2026