SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 2, 2020
Date of Report (Date of earliest event reported)
Flotek Industries, Inc.
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
8846 N. Sam Houston Parkway W.,
Houston, TX 77064
(Address of principal executive office and zip code)
(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 Exchange on which registered|
|Common Stock, $0.0001 par value||FTK||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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2020, Flotek Industries, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with North Sound Management, Inc. (“North Sound”), the Company’s largest shareholder. Pursuant to the Agreement, Brian Miller, the President of North Sound, may attend meetings of the board of directors of the Company as a non-voting observer, and receive copies of board materials provided in connection therewith. Mr. Miller may be excluded from certain portions of board meetings and/or accompanying materials related to attorney-client privileged discussions, as needed to satisfy fiduciary requirements, and similar situations. Under the Agreement, North Sound agrees that, for a period of one year, it will not acquire greater than 9.9.% of the capital stock of the Company. The Agreement continues until the date that North Sound no longer owns at least 8% of the Company’s outstanding stock or is otherwise terminated by North Sound.
The Company believes that adding Mr. Miller as a board observer enhances the Company’s ability to align with shareholders and receive meaningful, real-time feedback.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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.
|FLOTEK INDUSTRIES, INC.|
|Date: December 2, 2020||/s/ Nicholas J. Bigney|
|Name:||Nicholas J. Bigney|
|Title:||Senior Vice President, General Counsel & Corporate Secretary|