--- schema_version: "secwatch.filing_event.v1" accession: "0000071829-24-000058" form_type: "8-K" ticker: "NPKI" cik: "0000071829" company_name: "NPK International Inc." filed_at: "2024-05-20T23:59:59+00:00" generated_at: "2026-06-01T13:40:39.508046+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Newpark Resources shareholders approve officer liability limit; eliminate preferred stock series ## Summary - All seven director nominees elected at May 16 annual meeting; votes ranged from 57.3M to 66.4M for. - Advisory vote on named executive officer compensation passed with 60.9M for, 5.9M against. - Ratification of Deloitte & Touche as independent auditor for FY2024 approved with 74.9M for. - Shareholders approved amendment to certificate of incorporation limiting officer liability as permitted by law. - Certificate of Elimination filed for Series A, B, and C preferred stock (none outstanding); Second Restated Certificate filed. ## SEC filing metadata - accession: 0000071829-24-000058 - form_type: 8-K - ticker: NPKI - cik: 0000071829 - company_name: NPK International Inc. - filed_at: 2024-05-20T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/nr-20240516.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000071829-24-000058 - JSON: https://secwatch.observer/filing/0000071829-24-000058.json - Plain text: https://secwatch.observer/filing/0000071829-24-000058.txt ## Key facts - Governance Changes NPK International Inc.: Filed a Certificate of Elimination to remove authorized Series A, B, and C preferred stock from the Restated Certificate of Incorporation (effective 2024-05-16). - Change: charter amendment - Effective: 2024-05-16 source text: On May 16, 2024, Newpark Resources, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to its Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, of which no shares were outstanding. evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Governance Changes NPK International Inc.: Filed a Second Restated Certificate of Incorporation that restates and integrates prior amendments into a single document without substantive change (effective 2024-05-16). - Change: charter amendment - Effective: 2024-05-16 source text: On May 16, 2024, the Company filed a Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Governance Changes NPK International Inc.: Shareholders approved and Company filed a Certificate of Amendment to the Restated Certificate of Incorporation to limit the liability of officers as permitted by law (effective 2024-05-16). - Change: charter amendment - Effective: 2024-05-16 source text: On May 16, 2024, at the annual meeting of shareholders (the “2024 Annual Meeting”) of Newpark Resources, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of officers as permitted by law. evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Shareholder Votes NPK International Inc. shareholders approved Election of seven director nominees at the 2024-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-16 source text: Director For Against Abstain/Withheld Broker Non-Votes Matthew S. Lanigan 66,380,203 516,407 5,287 8,479,809 evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Shareholder Votes NPK International Inc. shareholders approved An advisory vote to approve our named executive officer compensation at the 2024-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-16 source text: For Against Abstain/Withheld Broker Non-Votes 60,933,947 5,917,171 50,779 8,479,809 evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Shareholder Votes NPK International Inc. shareholders approved Approval of an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of officers as permitted by law at the 2024-05-16 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-16 source text: For Against Abstain/Withheld Broker Non-Votes 56,571,969 7,359,920 2,970,008 8,479,809 evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm - Shareholder Votes NPK International Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2024 at the 2024-05-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-16 source text: For Against Abstain/Withheld Broker Non-Votes 74,897,457 481,585 2,664 0 evidence_url: https://www.sec.gov/Archives/edgar/data/71829/000007182924000058/0000071829-24-000058-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.