Forum Energy Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
$FET
Oil and Gas Field Machinery
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, on May 9, 2025, stockholders approved the Third Amendment (the “Plan Amendment”) to the Second Amended and Restated 2016 Stock and Incentive Plan (the “2016 Plan” and, as amended by the Plan Amendment, the “Amended 2016 Plan”) of Forum Energy Technologies, Inc. (the “Company”). The Plan Amendment increased the number of shares that may be granted under the 2016 Plan by 600,000 shares. A summary of the Amended 2016 Plan is contained in the Company’s definitive proxy statement (the “Proxy Statement”) relating to the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2025, under the heading “Proposal 4: Approval of an Amendment to Our Second Amended and Restated 2016 Stock and Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder.”
The foregoing description of the Amended 2016 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2016 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 below, on May 9, 2025, stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock (the “Charter Amendment”), as described in the Proxy Statement.
The Charter Amendment became effective upon the filing of a Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) with the Secretary of State of the State of Delaware on May 12, 2025.
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting was held on May 9, 2025. Each of the proposals presented at the 2025 Annual Meeting is more fully described in the Proxy Statement. The results of the matters voted on at the 2025 Annual Meeting are as follows:
1.Election of Directors. The following individuals were elected as Class I directors to the Company’s Board of Directors (the “Board”) for a term of three years, each to serve until the 2028 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:
Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
Leslie A. Beyer | 7,329,174 | 155,491 | 2,945,362 | |||||||||||||||||
Louis A. Raspino, Jr. | 7,176,717 | 307,948 | 2,945,362 | |||||||||||||||||
2.Approval of Executive Compensation. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
Votes Cast | |||||||||||
For | 6,858,861 | ||||||||||
Against | 604,145 | ||||||||||
Abstentions | 21,659 | ||||||||||
Broker Non-Votes | 2,945,362 | ||||||||||
3.Frequency of Non-Binding Vote on Executive Compensation. The proposal on the frequency with which the Company will hold an advisory vote on the compensation of its named executive officers, or “say-on-pay” votes, received the following votes:
Votes Cast | |||||||||||
1 Year | 6,956,356 | ||||||||||
2 Years | 2,470 | ||||||||||
3 Years | 524,514 | ||||||||||
Abstentions | 1,325 | ||||||||||
Broker Non-Votes | 2,945,362 | ||||||||||
In accordance with the results of this advisory vote, the Company intends to hold future advisory “say-on-pay” votes annually until it holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.
4.Approval of an Amendment to the Company’s Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the Plan Amendment:
Votes Cast | |||||||||||
For | 7,160,329 | ||||||||||
Against | 317,608 | ||||||||||
Abstentions | 6,728 | ||||||||||
Broker Non-Votes | 2,945,362 | ||||||||||
5.Approval of an Amendment to the Company’s Third Amended and Restated Certificate of Incorporation. Stockholders approved the Charter Amendment to increase the Company’s authorized shares of common stock:
Votes Cast | |||||||||||
For | 10,237,423 | ||||||||||
Against | 190,471 | ||||||||||
Abstentions | 2,133 | ||||||||||
Broker Non-Votes | — | ||||||||||
6.Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025:
Votes Cast | |||||||||||
For | 10,412,039 | ||||||||||
Against | 17,667 | ||||||||||
Abstentions | 320 | ||||||||||
Broker Non-Votes | — | ||||||||||
Item 7.01 Regulation FD Disclosure.
On May 12, 2025, the Company issued a press release announcing the appointment of Mr. Michael McShane to serve as non-executive Chairman of the Board. Mr. McShane has served as Lead Independent Director of the Board since 2018 and a director since 2010. He succeeds Mr. C. Christopher Gaut, who announced his retirement after over 20 years of service on the Board.
A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Title or Description | |||||||
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc. filed on May 12, 2025. | ||||||||
Second Amended and Restated 2016 Stock and Incentive Plan, as amended through May 9, 2025. | ||||||||
Press Release, dated May 12, 2025. | ||||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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.
Date: May 13, 2025 | FORUM ENERGY TECHNOLOGIES, INC. | |||||||||||||
/s/ John C. Ivascu | ||||||||||||||
John C. Ivascu | ||||||||||||||
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||||||||||||