Form 8-K NEWPARK RESOURCES INC For: Feb 27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2018
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-2960 | 72-1123385 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
9320 Lakeside Boulevard, Suite 100 The Woodlands, TX | 77381 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (281) 362-6800
_____________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the retirement policy of Newpark Resources, Inc. (the "Company"), Mr. David Anderson was not renominated for election to the Company's Board of Directors for the Annual Meeting of Stockholders to be held on May 17, 2018 (the "Annual Meeting"). Mr. Anderson will retire pursuant to the retirement policy immediately following the Annual Meeting. Such actions are not the result of any disagreement with the Company. The Company will announce a new independent Chairman of the Board following the Annual Meeting. The Board does not intend to nominate a candidate to fill the vacancy created by Mr. Anderson's retirement; therefore, following the Annual Meeting, the size of the Board will be reduced to seven members.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Press Release of Newpark Resources, Inc. dated February 27, 2018. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEWPARK RESOURCES, INC. | |||
Dated: | February 27, 2018 | By: | /s/ Mark J. Airola |
Mark J. Airola | |||
Senior Vice President, General Counsel | |||
Chief Administrative Officer and Corporate Secretary | |||
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EXHIBIT 99.1
 | NEWS RELEASE | ||
Contacts: | Gregg Piontek Vice President and Chief Financial Officer Newpark Resources, Inc. [email protected] 281-362-6800 | ||
FOR IMMEDIATE RELEASE | |||
NEWPARK RESOURCES ANNOUNCES RETIREMENT OF BOARD CHAIRMAN
THE WOODLANDS, TX - FEBRUARY 27, 2018 - Newpark Resources, Inc. (NYSE: NR) today announced that in accordance with the Company’s retirement policy, David C. Anderson, Chairman of the Board, will retire following the Annual Meeting of Stockholders on May 17, 2018 after 12 years of service.
Paul L. Howes, President and Chief Executive Officer, stated, “We would like to thank David for his invaluable leadership and contributions to Newpark during his 12 years of service as a director of the Company. Serving as Chairman of the Board since 2014, David’s leadership was instrumental in the Company’s navigation through one of the most challenging downturns our industry has seen. Under his leadership, Newpark has emerged a stronger and more diversified company, well positioned to continue the execution of our long-term strategy.”
Mr. Anderson stated, “It has been my distinct pleasure to serve on this board for 12 years and lead the board during the past four years. I’m proud of the tremendous transformation, growth and success the Company has achieved over this time, and I leave with great confidence in Newpark’s future and the strength of its Board.”
Newpark Resources, Inc. is a worldwide provider of value-added fluids systems and composite matting systems used in oilfield and other commercial markets. For more information, visit our website at www.newpark.com.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including Newpark's strategy for growth, product development, market position, expected expenditures and future
financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended December 31, 2016, as well as others, could cause results to differ materially from those expressed in, or implied by, these statements. These risk factors include, but are not limited to, risks related to the worldwide oil and natural gas industry, our customer concentration and reliance on the U.S. exploration and production market, risks related to our international operations, the cost and continued availability of borrowed funds including noncompliance with debt covenants, operating hazards present in the oil and natural gas industry, our ability to execute our business strategy and make successful business acquisitions and capital investments, the availability of raw materials and skilled personnel, our market competition, compliance with legal and regulatory matters, including environmental regulations, the availability of insurance and the risks and limitations of our insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, risks related to severe weather, particularly in the U.S. Gulf Coast, cybersecurity breaches or business system disruptions and risks related to the fluctuations in the market value of our common stock. Newpark's filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.
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