Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 3, 2023, the Board of Directors of Newpark Resources, Inc. (the "Company"), subject to stockholder approval, approved the Newpark Resources, Inc. Second Amended and Restated 2015 Employee Equity Incentive Plan (the "Employee Plan"). The Employee Plan was subsequently approved by the stockholders of the Company on May 18, 2023. The Employee Plan, as amended and restated (i) increases the number of shares of our common stock available for awards under the Employee Plan by 1,200,000 to a total of 16,500,000 shares, with approximately 3,000,000 available for future awards and (ii) incorporates amendments made to the Employee Plan in 2021 and 2022.

The principal features of the Employee Plan are described in detail under "Proposal No. 5 Approval of the Company's Second Amended and Restated 2015 Employee Equity Incentive Plan" of the Company's Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on April 6, 2023 (the "Proxy Statement"). The description of the principal features of the Employee Plan included in the Proxy Statement is incorporated herein by reference.

The foregoing description of the principal features of the Amendment and the Employee Plan is qualified in its entirety by reference to the full text of the Amendment, which is filed as Appendix A to the Proxy Statement.

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

On May 18, 2023, the following proposals were submitted to the Company's stockholders at the Company's 2023 Annual Meeting of Stockholders.

1.The election of seven director nominees to our Board of Directors;

2.An advisory vote to approve our named executive officer compensation;

3.An advisory vote on the frequency of holding future advisory votes on named executive officer compensation;

4.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2023;

5.Approval of the Employee Plan;

6.Approval of the Company's Amended and Restated 2014 Non-Employee Directors' Restricted Stock Plan; and

7.Approval of an amendment to the Company's Amended and Restated Employee Stock Purchase Plan.

The proposals are more fully described in the Company's Proxy Statement. The following are the final vote results along with a brief description of each proposal.

--------------------------------------------------------------------------------

Proposal 1: Election of Directors: The stockholders of the Company elected each of the following director nominees for a term that will continue until the 2024 Annual Meeting of Stockholders.



      Director            For         Against     Abstain/Withheld     Broker Non-Votes
Matthew S. Lanigan       63,039,777     210,113               20,315           12,532,174
Roderick A. Larson       61,194,486   2,055,403               20,316           12,532,174
Michael A. Lewis         61,765,217   1,484,572               20,416           12,532,174
Claudia M. Meer          59,721,747   3,527,992               20,466           12,532,174
John C. Mingé            60,813,862   2,435,977               20,366           12,532,174
Rose M. Robeson          62,619,939     629,879               20,387           12,532,174
Donald W. Young          60,790,188   2,443,391               36,626           12,532,174

Proposal 2: An advisory vote on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company's Proxy Statement.



     For         Against     Abstain/Withheld     Broker Non-Votes
    62,733,855     447,797               88,553           12,532,174

Proposal 3: An advisory vote on the frequency of holding future advisory votes on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the holding of future advisory votes on named executive officer compensation every year.

One Year Two Years Three Years Abstain

57,617,923 28,199 5,558,601 65,482

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year 2023.

For Against Abstain/Withheld Broker Non-Votes


    74,476,365   1,300,658               25,356                    0


Proposal 5: Approval of the Employee Plan: The stockholders of the Company
approved the Employee Plan.

     For         Against      Abstain/Withheld     Broker Non-Votes
    39,053,505   22,957,400            1,259,300           12,532,174

Proposal 6: Approval of our Amended and Restated 2014 Non-Employee Directors' Restricted Stock Plan: The stockholders of the Company approved the amendment and restatement of our 2014 Non-Employee Directors' Restricted Stock Plan.

For Against Abstain/Withheld Broker Non-Votes


    60,711,540   2,527,163               31,502           12,532,174

Proposal 7: Approval of an amendment to our Amended and Restated Employee Stock Purchase Plan: The stockholders of the Company approved the amendment of our Amended and Restated Employee Stock Purchase Plan.



     For         Against     Abstain/Withheld     Broker Non-Votes
    62,686,068     520,351               63,786           12,532,174

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.               Description
104                       Cover Page Interactive Data File - the cover page XBRL tags are embedded
                          within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses