--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-024254" form_type: "8-K" ticker: "TTI" cik: "0000844965" company_name: "TETRA TECHNOLOGIES INC" filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T15:19:24.532344+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # TETRA stockholders approve equity plan increase and charter amendments at annual meeting ## Summary - Stockholders approved 2nd Amended & Restated 2018 Equity Incentive Plan, increasing authorized shares by 4,500,000 to 16,365,000. - Charter amendments approved: eliminate supermajority voting, add officer exculpation per Delaware law, and create stockholder right to call special meetings. - Bylaws amended to align with charter changes, update advance notice procedures, and designate Delaware Chancery Court as exclusive forum. - All eight director nominees elected; advisory vote on executive compensation approved with 75.95M for, 4.02M against. - Grant Thornton LLP ratified as independent auditor for FY2023; Tax Benefits Preservation Plan also ratified. ## SEC filing metadata - accession: 0000950170-23-024254 - form_type: 8-K - ticker: TTI - cik: 0000844965 - company_name: TETRA TECHNOLOGIES INC - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/0000950170-23-024254-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/tti-20230524.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-024254 - JSON: https://secwatch.observer/filing/0000950170-23-024254.json - Plain text: https://secwatch.observer/filing/0000950170-23-024254.txt ## Key facts - Governance Changes TETRA TECHNOLOGIES INC: Stockholders approved amendments to the Restated Certificate of Incorporation to eliminate supermajority voting, add officer exculpation, create stockholder right to call special meeting, and make administrative changes (effective 2023-05-24). - Change: charter amendment - Effective: 2023-05-24 source text: At the Annual Meeting, upon the recommendation of the Board, the Company’s stockholders approved certain amendments to the Company’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”), including to (i) eliminate supermajority voting provisions, (ii) reflect new Delaware law provisions regarding officer exculpation, (iii) create a stockholder right to call for a special stockholder meeting and (iv) make certain administrative and clarifying changes. evidence_url: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/0000950170-23-024254-index.htm - Governance Changes TETRA TECHNOLOGIES INC: Board approved amendment and restatement of Bylaws to reflect charter amendments, update for law changes, update special meeting procedures, advance notice requirements, and exclusive forum provisions (effective 2023-05-24). - Change: bylaw amendment - Effective: 2023-05-24 source text: The Board also approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to, among other things, (i) reflect the Corresponding Amendments, (ii) reflect certain changes in law, including the amendment of Sections 141(k), 222 and 232 of the Delaware General Corporation Law and the adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (iii) update the procedures for calling a special meeting of stockholders, (iv) update the advance notice requirements for director nominations and stockholder proposals, (v) provide that the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such court does not have jurisdiction, the United States District Court for the District of Delaware) is the sole and exclusive forum for certain legal actions or proceedings involving the Company and (vi) provide that the federal evidence_url: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/0000950170-23-024254-index.htm - Shareholder Votes TETRA TECHNOLOGIES INC shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: Item 2 – Advisory Vote to Approve the Compensation of Named Executive Officers – the stockholders approved, on a non-binding basis, compensation of the named executive officers as described in the Proxy Statement with the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 75,953,674 4,020,894 370,691 15,633,178 evidence_url: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/0000950170-23-024254-index.htm - Shareholder Votes TETRA TECHNOLOGIES INC shareholders approved Election of eight members to the Company's Board of Directors at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: Item 1 - Election of Directors – the nominees listed below were elected directors with the respective votes set forth opposite their names: Votes For Votes Withheld Broker Non-Votes Mark E. Baldwin 77,856,181 2,489,078 15,633,178 Thomas R. Bates, Jr. 76,817,951 3,527,308 15,633,178 Christian A. Garcia 78,203,504 2,141,755 15,633,178 John F. Glick 78,319,346 2,025,913 15,633,178 Gina A. Luna 72,688,774 7,656,485 15,633,178 Sharon B. McGee 77,814,921 2,530,338 15,633,178 Brady M. Murphy 78,643,857 1,701,402 15,633,178 Shawn D. Williams 77,857,067 2,488,192 15,633,178 evidence_url: https://www.sec.gov/Archives/edgar/data/844965/000095017023024254/0000950170-23-024254-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.