Document
false0001401257 0001401257 2020-05-12 2020-05-12
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): May 12, 2020
FORUM ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-35504
 
61-1488595
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
10344 Sam Houston Park Drive
 Suite 300
Houston
TX
77064
                                           (Address of Principal Executive Offices)
(Zip Code)
(Address of principal executive offices and zip code)
281
949-2500
Registrant's telephone number, including area code

(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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
FET
 
NYSE
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. o





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2020, Forum Energy Technologies, Inc. (the “Company”) announced the appointment of Mr. Neal Lux to the office of Senior Vice President - Operations. Mr. Lux, age 44, has served in positions of increasing responsibility with the Company and its subsidiaries since 2009, most recently as Senior Vice President - Completions. Mr. Lux holds a B.S. in Industrial Engineering from Purdue University.
In connection with his appointment, Mr. Lux entered into an indemnification agreement with the Company in the form previously used with the Company’s executive officers. Mr. Lux does not have any family relationships with any director, executive officer, or any person nominated to become a director or executive officer of the Company and there are no arrangements or understandings between Mr. Lux and any other person pursuant to which Mr. Lux was appointed as Senior Vice President - Operations. There are no transactions in which Mr. Lux had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting was held on May 12, 2020. Matters voted on at the 2020 Annual Meeting and the results thereof were as follows:
1.
Election of Directors. The following individuals were elected as Class II directors to the Company's Board of Directors for a term of three years, each to serve until the annual meeting of stockholders in 2023 or until their successors are duly elected and qualified:
Nominee
 
For
 
Withheld
 
Broker
Non-Votes
Evelyn Angelle
 
67,346,391
 
 
1,601,012
 
 
23,612,913
John A. Carrig
 
63,980,453
 
 
4,966,950
 
 
23,612,913
Andrew L. Waite
 
60,216,230
 
 
8,731,173
 
 
23,612,913
2.
Approval of Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s name executive officers:
 
Votes Cast
For
62,019,891
Against
6,425,213
Abstentions
502,299
Broker Non-Votes
23,612,913
3.
Approval of Company’s Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the Company’s Second Amended and Restated 2016 Stock and Incentive Plan:
 
Votes Cast
For
60,320,960
Against
8,550,632
Abstentions
75,811
Broker Non-Votes
23,612,913
4.
Reverse Stock Split. Stockholders approved amendments to our Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from one-for-ten (1:10) to one-for-twenty five (1:25), with the exact ratio to be determined at a later date by the Company’s Board of Directors, if the Board of Directors determines to implement a reverse stock split, and a corresponding reduction in the Company’s authorized shares of common stock, as described in the proxy statement:
 
Votes Cast
For
90,890,117
Against
1,568,215
Abstentions
101,984
Broker Non-Votes
0




5.
Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for 2020:
 
Votes Cast
For
91,721,514
Against
792,049
Abstentions
46,753
Broker Non-Votes
0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Exhibit Title or Description
 
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.





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.
 
 
 
 
 
Date: May 14, 2020
FORUM ENERGY TECHNOLOGIES, INC.

 
 
/s/ John C. Ivascu
 
 
John C. Ivascu
 
 
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
 







v3.20.1
Cover Page
May 12, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 12, 2020
Entity Registrant Name FORUM ENERGY TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35504
Entity Tax Identification Number 61-1488595
Entity Address, Address Line One 10344 Sam Houston Park Drive
Entity Address, Address Line Two  Suite 300
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77064
City Area Code 281
Local Phone Number 949-2500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol FET
Security Exchange Name NYSE
Emerging Growth Company false
Entity Central Index Key 0001401257
Amendment Flag false