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): January 2, 2020

 

 

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13270   90-0023731

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10603 W. Sam Houston Pkwy N., Suite 300  
Houston, Texas   77064
(Address of principal executive offices)   (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 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 1.02.

Termination of a Material Definitive Agreement.

On January 2, 2020, Flotek Industries, Inc. (the “Company”) notified John W. Chisholm of the termination of his Employment Period (as defined therein) under the Employment Agreement, dated May 20, 2019, by and between the Company and Mr. Chisholm (as amended, the “Chisholm Employment Agreement”), to be effective as of 11:59 pm Central Time on January 5, 2020.

Summaries of the material terms of the Chisholm Employment Agreement and the amendment thereto may be found in the Current Reports on Form 8-K filed by the Company on May 24, 2019 and October 24, 2019, respectively, which summaries are incorporated herein by reference. A summary of the material circumstances surrounding the termination of Mr. Chisholm’s Employment Period are set forth under Item 5.02 of this Current Report on Form 8-K, which summary is incorporated herein by reference.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of John W. Gibson, Jr. as Chief Executive Officer, President and Director

As previously announced, on December 21, 2019, the Company entered into an Employment Agreement with John W. Gibson, Jr. pursuant to which he will serve as Chief Executive Officer, President, director and Chairman of the Board of Directors of the Company (the “Board”) beginning on January 6, 2020. On January 2, 2020, the Board formally appointed Mr. Gibson to serve as the Company’s Chief Executive Officer and President, effective as of January 6, 2020, to serve until his earlier resignation, removal or death. Also on January 2, 2020, the Board formally appointed Mr. Gibson to serve as a director on the Board to fill the vacancy created by Mr. Chisholm’s resignation (as described below), and formally elected Mr. Gibson as the Chairman of the Board, in each case, to be effective as of January 6, 2020.

The disclosures required by Item 5.02(c) of Form 8-K were set forth in Item 5.02 of the Current Report on Form 8-K filed by the Company on December 27, 2019 and are incorporated herein by reference.

Departure of John W. Chisholm as Chief Executive Officer, President and Director

On January 2, 2020, the Company notified Mr. Chisholm of the termination of his Employment Period under the Chisholm Employment Agreement to be effective as of 11:59 pm Central Time on January 5, 2020. At that time, Mr. Chisholm will cease to be the Company’s Chief Executive Officer and President.

On January 3, 2020, John W. Chisholm notified the Company of his resignation from the Board, to be effective as of 11:59 pm Central Time on January 5, 2020. Mr. Chisholm’s resignation is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 7.01.

Regulation FD Disclosure.

On January 6, 2020, the Company issued a press release announcing the leadership transition described above. The January 6, 2020 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit Number

  

Description

99.1

   Press Release, dated January 6, 2020

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: January 6, 2020       /s/Elizabeth T. Wilkinson
     

Name:   Elizabeth T. Wilkinson

     

Title:   Chief Financial Officer

Exhibit 99.1

 

LOGO

JOHN GIBSON BECOMES FLOTEK’S NEW CHAIRMAN AND CEO

HOUSTON, January 6, 2020 – Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) today announced that John W. Gibson, Jr. has assumed the positions of Chairman of the Board of Directors (“Chairman”) and Chief Executive Officer (“CEO”) and President of the Company as of today. David Nierenberg, who has been Flotek’s Chairman of the Board of Directors (“Board”) since May 2019, remains an independent director on the Company’s Board, and John Chisholm, Flotek’s former Chief Executive Officer, has stepped down from the Board. As previously announced, Mr. Gibson, who has extensive industry leadership experience with Tudor, Pickering, Holt & Company, Tervita Corporation, Paradigm Geophysical, Landmark Graphics Corporation, Halliburton Company and Chevron Corporation, was identified as a CEO candidate after an extensive search by the Company.

Mr. Gibson and the Company entered into an employment agreement on December 21, 2019, providing for Mr. Gibson to become Chairman, CEO and President. As an inducement for Mr. Gibson to join the Company and to closely align his interests with the interests of the Company’s shareholders, Mr. Gibson has been granted 570,000 restricted stock units that will vest over five years, time-vesting options to purchase up to 1,000,000 shares of the Company’s common stock that will vest over five years, and performance-vesting options to purchase up to 2,000,000 shares of common stock that will vest based on achievement of the closing stock price for the Company’s common stock for a 20 consecutive trading day period, with full vesting at closing prices at or above $7.20 per share for a 20 consecutive trading day period. The options have an exercise price of $1.93 per share. In addition, Mr. Gibson has the right, for 90 days, to purchase up to 500,000 shares of common stock at the then-current market price. The employment agreement and related equity grant agreements were filed with the Securities and Exchange Commission on a Form 8-K on December 27, 2019.

Mr. Gibson commented, “I join Flotek today with gratitude, excitement and focused commitment as we embark on building the Company’s next chapter. I look forward to engaging with the Company’s diverse stakeholders to gain a broad perspective of current and future opportunities to leverage Flotek’s chemistry technologies to enhance hydrocarbon recovery while reducing the total cost of ownership for E&Ps. I am eager to deploy Flotek’s vast strengths to create value for all the Company’s shareholders, customers, employees and industry partners and look forward to leading the Company to build a successful future together.”

Mr. Nierenberg concluded, “We are delighted that John Gibson is our new CEO at Flotek. He has been quite successful in many different environments, positions, and types of companies, all of which are relevant to Flotek. We are fortunate to have him, and we look forward to working together for the benefit of all of our stakeholders.”

About Flotek Industries, Inc.

Flotek develops and delivers prescriptive, reservoir-centric chemistry technologies to oil and gas clients designed to address every challenge in the lifecycle of the reservoir and maximize recovery in both new and mature fields. Flotek’s inspired chemists draw from the power of bio-derived solvents to deliver solutions that enhance energy production. Flotek serves major and independent energy producers and oilfield service companies, both domestic and international. Flotek Industries, Inc. 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 website 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 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.

Although forward-looking statements in this Press Release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. 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. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, demand for oil and natural gas drilling services in the areas and markets in which the Company operates, competition, obsolescence of products and services, the Company’s ability to obtain financing to support its operations, environmental and other casualty risks, and the impact of government regulation.

Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filings on Form 10-K (including without limitation in the “Risk Factors” Section), 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: IR@flotekind.com

P: (713) 726-5376

Media Inquiries, contact:

Danielle Allen

Senior Vice President, Global Communications & Technology Commercialization

E: DAllen@flotekind.com

P: (713) 726-5322

###