NPK International Inc.
For the period ended May 15, 2025. Filed Apr 4, 2025.
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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 15, 2025 · Filed Apr 4, 2025
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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 |
(Name of Registrant as Specified In Its Charter)
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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
2025 Annual Meeting of Stockholders
May 15, 2025
April 4, 2025
Dear Fellow Stockholder:
On behalf of the Board of Directors, you are cordially invited to attend the 2025 Annual Meeting of Stockholders of NPK International Inc. (the “Company”), which will be held on Thursday, May 15, 2025, at 9:00 a.m., Central Daylight Time, at the NPK Headquarters, located at 9320 Lakeside Boulevard, Suite 100, The Woodlands, TX 77381(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 2025 ANNUAL MEETING OF STOCKHOLDERS | |
|---|---|
| PROXY SUMMARY | |
| GENERAL INFORMATION | 1 |
| CORPORATE GOVERNANCE | 3 |
| Corporate Governance Guidelines | 6 |
| Director Stock Ownership Guidelines | 7 |
| Related Person Transactions | 7 |
| Code of Ethics | 8 |
| Hedging and Pledging Policy | 8 |
| Board Committees | 8 |
| EXECUTIVE OFFICERS | 11 |
| OWNERSHIP OF COMMON STOCK | 12 |
| Certain Beneficial Owners | 12 |
| Ownership of Directors and Executive Officers | 12 |
| COMPENSATION DISCUSSION AND ANALYSIS | 14 |
| Our Executive Compensation Program | 14 |
| Stockholder Engagement | 15 |
| Pay Mix and Pay Elements | 15 |
| Our Compensation Process | 17 |
| Our Direct Compensation Elements | 19 |
| Other Indirect Compensation Elements | 27 |
| Employment Agreements, Severance and Change-in-Control Severance Benefits | 27 |
| Compensation Committee Report | 31 |
| EXECUTIVE COMPENSATION | 32 |
| Summary Compensation Table | 32 |
| Grants of Plan-Based Awards | 33 |
| Outstanding Equity Awards at Fiscal Year End | 35 |
| Option Exercises and Stock Vested | 36 |
| Potential Payments upon Termination | 36 |
| CEO PAY RATIO | 39 |
| PAY VERSUS PERFORMANCE | 41 |
| EQUITY COMPENSATION PLAN INFORMATION | 46 |
| DIRECTOR COMPENSATION | 47 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 49 |
|---|---|
| PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 58 |
| PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 59 |
| STOCKHOLDER PROPOSALS | 62 |
| OTHER MATTERS | 62 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.