--- schema_version: "secwatch.filing_event.v1" accession: "0001723089-23-000091" form_type: "8-K" ticker: null cik: "0001723089" company_name: "ChampionX Corp" filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T04:23:46.613500+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # ChampionX shareholders approve majority voting, officer exculpation, federal forum provision ## Summary - All nine director nominees elected with 96% of eligible shares represented; votes ranged from 179.4M to 185.0M for. - Majority voting for uncontested director elections approved: 185.1M for, 66k against. - Officer exculpation amendment approved: 149.7M for (80.8% of votes cast), 35.4M against. - Federal forum for Securities Act claims approved: 163.0M for, 22.1M against. - Say-on-pay approved (181.7M for); advisory vote on frequency favored one-year (181.6M for). ## SEC filing metadata - accession: 0001723089-23-000091 - form_type: 8-K - cik: 0001723089 - company_name: ChampionX Corp - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/championx-20230510.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001723089-23-000091 - JSON: https://secwatch.observer/filing/0001723089-23-000091.json - Plain text: https://secwatch.observer/filing/0001723089-23-000091.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1723089/000172308923000091/0001723089-23-000091-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.