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NPK International Inc.

For the period ended May 16, 2024. Filed Apr 4, 2024.

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About this filing

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

NPKI$8.64+0.2%Stored close · as of Nov 6, 2026
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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))
xDefinitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

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Payment of Filing Fee (Check all boxes that apply):

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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 INFORMATION1
CORPORATE GOVERNANCE4
Corporate Governance Guidelines7
Director Stock Ownership Guidelines8
Related Person Transactions8
Code of Ethics9
Hedging and Pledging Policy9
Board Committees9
EXECUTIVE OFFICERS11
OWNERSHIP OF COMMON STOCK13
Certain Beneficial Owners13
Ownership of Directors and Executive Officers13
COMPENSATION DISCUSSION AND ANALYSIS15
Our Executive Compensation Program15
Stockholder Engagement16
Pay Mix and Pay Elements16
Our Compensation Process18
Our Direct Compensation Elements21
Other Indirect Compensation Elements28
Employment Agreements, Severance and Change-in-Control Severance Benefits28
Compensation Committee Report31
EXECUTIVE COMPENSATION33
Summary Compensation Table33
Grants of Plan-Based Awards34
Outstanding Equity Awards at Fiscal Year End36
Option Exercises and Stock Vested37
Potential Payments upon Termination37
CEO PAY RATIO40
PAY VERSUS PERFORMANCE42
EQUITY COMPENSATION PLAN INFORMATION47
DIRECTOR COMPENSATION48
PROPOSAL NO. 1 - ELECTION OF DIRECTORS50
PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION57
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM58
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 LAW61
STOCKHOLDER PROPOSALS64
OTHER MATTERS64
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.