NPK International Inc.
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) of THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| Preliminary Proxy Statement | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement |
|---|---|
| Definitive Additional Materials | |
| Soliciting Material Pursuant to §240.14a-12 |
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| Fee paid previously with preliminary materials. | |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
2024 Annual Meeting of Stockholders
May 16, 2024
April 4, 2024
Dear Fellow Stockholder:
On behalf of the Board of Directors, you are cordially invited to attend the 2024 Annual Meeting of Stockholders of Newpark Resources, Inc. (the “Company”), which will be held on Thursday, May 16, 2024, at 9:00 a.m., Central Daylight Time, at the Newpark Technology Center, located at 21290 Merchants Way, Katy, Texas 77449 (the “Annual Meeting”). In the following pages, you will find the Notice of Annual Meeting of Stockholders as well as a Proxy Statement describing the business to be conducted at the meeting.
Whether or not you plan to attend the Annual Meeting in person, it is important that you study carefully the information provided in the accompanying Proxy Statement and vote. Please promptly vote your shares by telephone, by the Internet or, if the Proxy Statement was mailed to you, by marking, signing, dating and returning the proxy card in the prepaid envelope so that your shares can be voted in accordance with your wishes.
Thank you for your continued support.
Sincerely,
Matthew S. Lanigan
President and Chief Executive Officer
TABLE OF CONTENTS
| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS | |
|---|---|
| PROXY SUMMARY | |
| GENERAL INFORMATION | 1 |
| CORPORATE GOVERNANCE | 4 |
| Corporate Governance Guidelines | 7 |
| Director Stock Ownership Guidelines | 8 |
| Related Person Transactions | 8 |
| Code of Ethics | 9 |
| Hedging and Pledging Policy | 9 |
| Board Committees | 9 |
| EXECUTIVE OFFICERS | 11 |
| OWNERSHIP OF COMMON STOCK | 13 |
| Certain Beneficial Owners | 13 |
| Ownership of Directors and Executive Officers | 13 |
| COMPENSATION DISCUSSION AND ANALYSIS | 15 |
| Our Executive Compensation Program | 15 |
| Stockholder Engagement | 16 |
| Pay Mix and Pay Elements | 16 |
| Our Compensation Process | 18 |
| Our Direct Compensation Elements | 21 |
| Other Indirect Compensation Elements | 28 |
| Employment Agreements, Severance and Change-in-Control Severance Benefits | 28 |
| Compensation Committee Report | 31 |
| EXECUTIVE COMPENSATION | 33 |
| Summary Compensation Table | 33 |
| Grants of Plan-Based Awards | 34 |
| Outstanding Equity Awards at Fiscal Year End | 36 |
| Option Exercises and Stock Vested | 37 |
| Potential Payments upon Termination | 37 |
| CEO PAY RATIO | 40 |
| PAY VERSUS PERFORMANCE | 42 |
| EQUITY COMPENSATION PLAN INFORMATION | 47 |
| DIRECTOR COMPENSATION | 48 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 50 |
|---|---|
| PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 57 |
| PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 58 |
| PROPOSAL NO. 4 - APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF OFFICERS AS PERMITTED BY LAW | 61 |
| STOCKHOLDER PROPOSALS | 64 |
| OTHER MATTERS | 64 |
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