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

June 9, 2020
Date of Report (Date of earliest event reported)

Flotek Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-13270
90-0023731
(State or Other Jurisdiction of
(Commission
(IRS Employer
Incorporation)
File Number)
Identification No.)

8846 N. Sam Houston Pkwy W.,
Houston, Texas 77064
(Address of principal executive office and zip code)

(713) 849-9911
(Registrant’s telephone number, including area code)

(Not applicable)
(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, $0.0001 par value
 
FTK
 
New York Stock Exchange

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.
    
As previously disclosed in the Current Report on Form 8-K of Flotek Industries, Inc. (the "Company") filed on May 19, 2020 (the "8-K"), the Company agreed to allow the former owners of JP3 Measurement, LLC ("JP3") to nominate one candidate to the Company's board of directors (the "Board"). On June 9, 2020, the Board increased the number of directors on the Board from five to six and appointed Kevin W. Brown, the nominee of the former owners of JP3, to the Board and to the Audit Committee.
    
Mr. Brown, age 62, served on the Board of Managers of JP3 from November 2017 until its purchase by the Company in May 2020. He has also served on the Board of Directors of GCP Applied Technologies, Inc. (NYSE:GCP) since May 2020, where he currently serves on the Compensation Committee and the Strategy, Operating and Risk Committee. Previously, Mr. Brown was a senior leader at LyondellBasell Industries N.V. (NYSE:LYB), where he was Executive Vice President, Manufacturing & Refining, from January 2015 until February 2017, and Senior Vice President, Refining from October 2009 through January 2015. Prior to that, Mr. Brown spent 22 years at Sinclair Oil Corporation in various roles, including as the Executive Vice President and Senior Vice President of Operations from 1994 to 2009, and also serving as a director from 2006 to 2009. From 2005 to 2017, Mr. Brown served in various leadership roles with the National Petrochemical and Refiners Association (later renamed AFPM), including as Chairman from 2008 to 2009, Vice Chairman in 2008, and Member of the Executive Committee from 2005 to 2017. Mr. Brown received his Bachelor of Science in Chemical Engineering from the University of Arkansas, where he recently completed a term as Chairman of the Dean's Advisory Counsel for College of Engineering and currently serves on the Campaign Arkansas Steering Committee.

Mr. Brown has not been involved in any related transactions or relationships with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no agreements or understandings between Mr. Brown and any other persons pursuant to which Mr. Brown was selected as a director except as described in this Item 5.02. The Board has considered any relationships that Mr. Brown has with the Company and has determined that he is independent.

Mr. Brown will be compensated in accordance with the Company's customary compensation practices for non-employee directors as previously disclosed in the Company's Definitive Proxy Statement filed on April 3, 2020, including a grant of shares of restricted common stock of the Company.    

Item 7.01.
Regulation FD Disclosure.

On June 11, 2020, the Company issued a press release announcing the Mr. Brown's appointment. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit Number
 
Description                                                                                                  
99.1
 






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.
                        
 
 
FLOTEK INDUSTRIES, INC.
 
 
 
 
 
 
Date: June 11, 2020
 
/s/ Nicholas J. Bigney
 
 
 
Name:
Nicholas J. Bigney
 
 
 
Title:
Senior Vice President, General Counsel & Corporate Secretary
 



FLOTEK WELCOMES KEVIN W. BROWN TO BOARD OF DIRECTORS HOUSTON, June 11, 2020 – Flotek Industries, Inc. ("Flotek" or the "Company") (NYSE: FTK) welcomes Kevin W. Brown to its Board of Directors. He will serve on the Audit Committee. As a part of Flotek’s recent purchase of JP3, Mr. Brown was nominated to the Flotek Board of Directors. Most recently, he served on the Board of Managers of JP3 Measurement, LLC, prior to its purchase by the Company. He also serves on the Board of Directors of GCP Applied Technologies, Inc. (NYSE:GCP), a leading global provider of construction products technologies, where he is a member of the Compensation Committee and the Strategy, Operating and Risk Committee. Previously, Mr. Brown was a senior leader at global chemical company LyondellBasell Industries N.V. (NYSE:LYB), where he was Executive Vice President, Manufacturing & Refining, from 2015 to 2017, and Senior Vice President, Refining, beginning in 2009. Prior to that, Mr. Brown spent 22 years at Sinclair Oil Corporation, an American petroleum corporation, in various roles, including having served as Executive Vice President and Senior Vice President of Operations, from 1994 to 2009, and also serving as a director from 2006 to 2009. From 2005-2017, Mr. Brown served in various leadership roles with the National Petrochemical and Refiners Association, later renamed AFPM, including Chairman (2008-2009), Vice Chairman (2008) and Member of the Executive Committee (2005-2017). Mr. Brown received his Bachelor of Science in Chemical Engineering from the University of Arkansas, where he recently completed a term as Chairman of the Dean’s Advisory Council for College of Engineering and currently serves on the Campaign Arkansas Steering Committee. John W. Gibson, Jr., Chairman, President, and Chief Executive Officer of Flotek stated: “We are excited to welcome Kevin to the Flotek board. He will be an important asset to the Company, contributing his knowledge and extensive professional network in the downstream market – which is particularly timely and beneficial, as JP3 and Phillips 66 advance their joint data service solution offering for refined fuels transmix reduction. Additionally, he brings a depth of expertise in chemistry and its applications, accelerating opportunities to advance synergies across the business and full hydrocarbon stream.” Mr. Brown stated: “I am grateful to have the opportunity to partner with John Gibson and the rest of the Flotek board as we work together to strengthen the Company through accelerated growth. I am particularly pleased to be able to continue to work with JP3, as the company pivots from a startup company to a more fully developed commercial operation as part of the Flotek family. Throughout my four-decade career as a refiner, I recognized the need to better define the quality of hydrocarbon streams we purchased or transported to enable better commercial terms, make more efficient operating decisions and reduce product downgrades. JP3, with Flotek’s backing, is filling the analytical void that has limited our ability to evaluate crude quality.”   About Flotek Industries, Inc. Flotek empowers the energy industry to maximize the value of their hydrocarbon streams and improve return on invested capital through data-driven platforms and chemistry technologies. Flotek serves downstream, midstream and upstream customers, both domestic and international. Flotek is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York

 
Stock Exchange under the ticker symbol "FTK." For additional information, please visit Flotek's web site at www.flotekind.com. Forward-Looking Statements Certain statements set forth in this press release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, well-positioned, strong position, guidance, looking forward, continue, expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Forward-looking statements in this press release are not historical facts, but reflect the good faith judgment of management and current assumptions and beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside the Company’s control. Such statements include estimates, projections, and statements related to the Company’s business plan, objectives, expected operating results, and assumptions upon which those statements are based. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the "Risk Factors" section thereof), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release. Investor Inquiries, contact: Elizabeth Wilkinson Chief Financial Officer E: Ewilkinson@flotekind.com P: (713) 726-5325 Media Inquiries, contact: Danielle Allen Senior Vice President, Chief of Staff E: DAllen@flotekind.com P: (713) 726-5322 ###