UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 21, 2019

 

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15903

72-1100013

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

 

575 North Dairy Ashford, Suite 300

 

 

Houston, Texas

 

77079

(Address of Principal Executive Offices)

 

(Zip Code)

 

(281) 921-6400

(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 ( see General Instruction A.2. below):

 

☐

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, $0.01 par value

 

CRR

 

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. ☐

 

 


 

 

I tem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

On May 21, 2019, the Board of Directors (the “Board”) of CARBO Ceramics Inc. (the “Company”) appointed Gary A. Kolstad, age 60, to succeed William C. Morris as Chairman of the Board.  Mr. Kolstad has served on the Board since 2006 and is currently the Company’s President and Chief Executive Officer.  

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

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2019. Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 1, 2019.

Proposal 1:

Election of directors.

The six individuals listed below were elected as directors of the Company at the Annual Meeting. Voting results for each director were as follows:

 

Names             

  

For

 

  

Against

 

  

Abstentions

 

  

Broker Non-Votes

 

Sigmund L. Cornelius

  

 

16,771,596

 

  

 

452,893

 

  

 

23,721

 

  

 

8,088,619

 

Chad C. Deaton

  

 

16,700,692

 

  

 

523,797

 

  

 

23,721

 

  

 

8,088,619

 

Gary A. Kolstad

  

 

16,590,633

 

  

 

630,243

 

  

 

27,334

 

  

 

8,088,619

 

H.E. Lentz, Jr.

  

 

16,556,942

 

  

 

671,398

 

  

 

19,870

 

  

 

8,088,619

 

Randy L. Limbacher

  

 

16,608,108

 

  

 

620,252

 

  

 

19,850

 

  

 

8,088,619

 

Carla S. Mashinski

  

 

16,813,367

 

  

 

410,373

 

  

 

24,470

 

  

 

8,088,619

 

 

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Voting results with respect to the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 were as follows:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

24,600,938

  

489,662

  

246,229

  

0

 

Proposal 3:

Approval of the 2019 CARBO Ceramics Inc. Omnibus Incentive Plan.

Voting results with respect to the approval of the 2019 CARBO Ceramics Inc. Omnibus Incentive Plan were as follows:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

15,855,625

  

1,269,427

  

123,158

  

8,088,619

 

Proposal 4:

Advisory vote on the compensation of the named executive officers.

Voting results with respect to the advisory vote on the compensation of the named executive officers were as follows:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

16,311,631

  

892,055

  

44,524

  

8,088,619

 

 

 

 

 

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.

 

 

 

CARBO CERAMICS INC.

Date: May 22, 2019

 

 

 

 

 

 

By:

 

/s/ Robert J. Willette

 

 

 

 

Robert J. Willette

 

 

 

 

Vice President, General Counsel,

Corporate Secretary and Chief

Compliance Officer

 

 

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