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NPK International Inc.

For the period ended May 20, 2026. Filed Apr 9, 2026.

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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 20, 2026 · Filed Apr 9, 2026

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

(Name of Registrant as Specified In Its Charter)

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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

2026 Annual Meeting of Stockholders

May 20, 2026

April 9, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors, you are cordially invited to attend the 2026 Annual Meeting of Stockholders of NPK International Inc. (the “Company”), which will be held on Wednesday, May 20, 2026, 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 2026 ANNUAL MEETING OF STOCKHOLDERS
PROXY SUMMARY
GENERAL INFORMATION1
CORPORATE GOVERNANCE3
Corporate Governance Guidelines6
Director Stock Ownership Guidelines7
Related Person Transactions7
Code of Ethics8
Hedging and Pledging Policy8
Board Committees8
EXECUTIVE OFFICERS11
OWNERSHIP OF COMMON STOCK12
Certain Beneficial Owners12
Ownership of Directors and Executive Officers12
COMPENSATION DISCUSSION AND ANALYSIS14
Our Executive Compensation Program14
Stockholder Engagement15
Pay Mix and Pay Elements16
Our Compensation Process17
Our Direct Compensation Elements19
Other Indirect Compensation Elements26
Employment Agreements, Severance and Change-in-Control Severance Benefits26
Compensation Committee Report30
EXECUTIVE COMPENSATION31
Summary Compensation Table31
Grants of Plan-Based Awards32
Outstanding Equity Awards at Fiscal Year End34
Option Exercises and Stock Vested35
Potential Payments upon Termination35
CEO PAY RATIO38
PAY VERSUS PERFORMANCE40
EQUITY COMPENSATION PLAN INFORMATION45
DIRECTOR COMPENSATION46
PROPOSAL NO. 1 - ELECTION OF DIRECTORS47
PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION54
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM55
STOCKHOLDER PROPOSALS58
OTHER MATTERS58
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.