secwatch / observer
8-K filed May 11, 2023, 7:59 PM ET CIK 0001723089
other material confidence high sentiment neutral materiality 0.50

ChampionX shareholders approve majority voting, officer exculpation, federal forum provision

ChampionX Corp

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ChampionX Corp: Amended and restated bylaws to provide for majority voting in uncontested elections and plurality voting in contested elections (effective 2023-05-10).

Change
bylaw amendment
Effective
2023-05-10
Exact text from the filing
The Board of Directors of the Company also approved Amended and Restated By-Laws of the Company, effective May 10, 2023, to provide for majority voting in uncontested elections of directors and plurality voting in contested elections.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ChampionX Corp: Amended and restated certificate of incorporation to adopt majority voting for directors, exculpation of officers, and federal forum for securities claims (effective 2023-05-10).

Change
charter amendment
Effective
2023-05-10
Exact text from the filing
On May 10, 2023, the shareholders of ChampionX Corporation (the “Company”) approved the Second Amended and Restated Certificate of Incorporation to (i) adopt majority voting for directors in uncontested elections, (ii) provide for exculpation of corporate officers as permitted by Delaware law, and (iii) require claims brought under the Securities Act of 1933 (the “Securities Act”) be brought only in federal court.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Election of nine directors to serve until the Company’s 2024 annual meeting of shareholders at the 2023-05-10 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
1. The nine directors nominated to the Board to serve as directors until the Company’s 2024 annual meeting of shareholders were elected: Nominee For Withheld Broker Non-Vote Heidi S. Alderman 184,020,833 1,189,405 5,655,127 Mamatha Chamarthi 184,023,872 1,186,366 5,655,127 Carlos A. Fierro 185,038,858 171,380 5,655,127 Gary P. Luquette 181,252,471 3,957,767 5,655,127 Elaine Pickle 185,035,224 175,014 5,655,127 Stuart Porter 184,028,035 1,182,203 5,655,127 Daniel W. Rabun 179,386,152 5,824,086 5,655,127 Sivasankaran Somasundaram 184,010,212 1,200,026 5,655,127 Stephen M. Todd 183,868,414 1,341,824 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Amend the Company’s Amended and Restated Certificate of Incorporation to require claims brought under the Securities Act be brought only in federal court at the 2023-05-10 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
4. The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to require claims brought under the Securities Act be brought only in federal court was approved: For Against Abstain Broker Non-Vote 162,968,555 22,099,267 142,416 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Amend the Company’s Amended and Restated Certificate of Incorporation to adopt majority voting for directors in uncontested elections at the 2023-05-10 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
2. The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to adopt majority voting for directors in uncontested elections was approved: For Against Abstain Broker Non-Vote 185,114,067 66,414 29,757 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers for 2022 at the 2023-05-10 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
6. The compensation of the Company’s named executive officers for 2022 (“Say-on-Pay”) was approved on an advisory basis: For Against Abstain Broker Non-Vote 181,713,634 3,344,546 152,058 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Advisory vote on the frequency of future Say-on-Pay votes (one-year frequency selected) at the 2023-05-10 meeting.

Proposal
say on pay frequency
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
7. The advisory vote on the frequency of future Say-on-Pay votes was approved in favor of a one-year frequency: One Year Two Years Three Years Abstain Broker Non-Vote 181,647,116 29,307 3,422,824 110,991 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Amend the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law at the 2023-05-10 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
3. The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law was approved: For Against Abstain Broker Non-Vote 149,659,579 35,404,446 146,213 5,655,127
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

ChampionX Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm at the 2023-05-10 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-10
Exact text from the filing
5. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified: For Against Abstain 190,698,030 62,809 104,526
View on SEC.gov

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Source: SEC EDGAR
accession 0001723089-23-000091
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