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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

May 10, 2023
Date of Report (Date of earliest event reported)

ChampionX Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 001-38441 82-3066826
(State or other jurisdiction
of incorporation)		 (Commission File Number) (I.R.S. Employer Identification No.)
2445 Technology Forest Blvd
Building 4, 12th Floor
The Woodlands, Texas 77381
(Address of principal executive offices and zip code)
(281) 403-5772
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueCHXThe Nasdaq Stock Market LLC
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 5.03 Submission of Matters to a Vote of Security Holders.

On May 10, 2023, the shareholders of ChampionX Corporation (the “Company”) approved the Second Amended and Restated Certificate of Incorporation to (i) adopt majority voting for directors in uncontested elections, (ii) provide for exculpation of corporate officers as permitted by Delaware law, and (iii) require claims brought under the Securities Act of 1933 (the “Securities Act”) be brought only in federal court.

The Board of Directors of the Company also approved Amended and Restated By-Laws of the Company, effective May 10, 2023, to provide for majority voting in uncontested elections of directors and plurality voting in contested elections.

A copy of the approved Second Amended and Restated Certificate of Incorporation, and a copy of the Amended and Restated By-Laws effective May 10, 2023 are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)-(b) The Company’s 2023 Annual Meeting was held on May 10, 2023. Holders of an aggregate of 197,961,521 shares of the Company’s common stock at the close of business on March 13, 2023 were entitled to vote at the meeting, of which 190,865,365, or approximately 96% of the eligible voting shares, were represented in person or by proxy. The final results of the matters voted upon at the meeting, which are more fully described in the Company’s proxy statement, are as follows:

1.The nine directors nominated to the Board to serve as directors until the Company’s 2024 annual meeting of shareholders were elected:
NomineeForWithheldBroker Non-Vote
Heidi S. Alderman184,020,8331,189,4055,655,127
Mamatha Chamarthi184,023,8721,186,3665,655,127
Carlos A. Fierro185,038,858171,3805,655,127
Gary P. Luquette181,252,4713,957,7675,655,127
Elaine Pickle185,035,224175,0145,655,127
Stuart Porter184,028,0351,182,2035,655,127
Daniel W. Rabun179,386,1525,824,0865,655,127
Sivasankaran Somasundaram184,010,2121,200,0265,655,127
Stephen M. Todd183,868,4141,341,8245,655,127

2.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to adopt majority voting for directors in uncontested elections was approved:
ForAgainstAbstainBroker Non-Vote
185,114,06766,41429,7575,655,127

3.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law was approved:
ForAgainstAbstainBroker Non-Vote
149,659,57935,404,446146,2135,655,127

4.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to require claims brought under the Securities Act be brought only in federal court was approved:
ForAgainstAbstainBroker Non-Vote
162,968,55522,099,267142,4165,655,127



5.The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified:
ForAgainstAbstain
190,698,03062,809104,526

6.The compensation of the Company’s named executive officers for 2022 (“Say-on-Pay”) was approved on an advisory basis:
ForAgainstAbstainBroker Non-Vote
181,713,6343,344,546152,0585,655,127

7.The advisory vote on the frequency of future Say-on-Pay votes was approved in favor of a one-year frequency:
One YearTwo YearsThree YearsAbstainBroker Non-Vote
181,647,11629,3073,422,824110,9915,655,127

(d) In light of the results of the advisory vote on the frequency of future Say-on-Pay votes, the Board determined that an advisory vote on our executive compensation will be held annually until the next vote on the frequency of such votes.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits


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.
 
 ChampionX Corporation
Date:May 11, 2023 By:/s/ JULIA WRIGHT
 
Julia Wright
 Senior Vice President, General Counsel and Secretary


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