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

(a)The Company's annual meeting of stockholders was held on May 7, 2020.

(b)The following matters were voted upon by the stockholders of the Company at its 2020 annual meeting of stockholders:





  (i) Item 1 - the election of eight members to the Company's Board of Directors;


         (ii) Item 2 - the ratification and approval of the appointment of Ernst &
              Young LLP as the Company's independent registered public accounting
              firm for the fiscal year ending December 31, 2020; and


         (iii) Item 3 - the advisory vote to approve the compensation of the
               Company's named executive officers as disclosed in the Company's
               Proxy Statement.

The matters listed above are described in detail in the Company's Proxy Statement.

Item 1 - Election of Directors - the nominees listed below were elected directors with the respective votes set forth opposite their names:





                               Votes For  Votes Withheld Broker Non-Votes
         Mark E. Baldwin       94,739,809   1,933,808       16,208,103
         Thomas R. Bates, Jr.  87,853,030   8,820,587       16,208,103
         Paul D. Coombs        92,891,250   3,782,367       16,208,103
         John F. Glick         92,829,592   3,844,025       16,208,103
         Gina A. Luna          93,111,249   3,562,368       16,208,103
         Brady M. Murphy       94,274,768   2,398,849       16,208,103
         William D. Sullivan   92,667,176   4,006,441       16,208,103
         Joseph C. Winkler III 94,744,244   1,929,373       16,208,103

Item 2 - Ratification of Auditors - the stockholders approved the appointment of Ernst & Young LLP as the Company's registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below:





                     Votes For  Votes Against Votes Abstained
                    110,720,114   2,113,510       48,096

Item 3 - Advisory Vote to Approve the Compensation of Named Executive Officers - the stockholders approved, on a non-binding basis, compensation of the named executive officers as described in the Company's proxy statement with the following votes:





             Votes For  Votes Against Votes Abstained Broker Non-Votes
             86,049,593   9,383,749      1,240,275       16,208,103

Item 7.01. Regulation FD Disclosure.

Following the May 7, 2020 annual meeting of stockholders, William D. Sullivan was reappointed as Chairman of the Board of Directors. In addition, the committees of the Board of Directors were reconstituted as follows:





Audit Committee:

Mark E. Baldwin, Chairman

Paul D. Coombs

Gina A. Luna

Joseph C. Winkler III



Compensation Committee:

Thomas R. Bates, Jr., Chairman

John F. Glick

Joseph C. Winkler III

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Nominating, Governance and Sustainability Committee:

John F. Glick, Chairman

Paul D. Coombs

Gina A. Luna


Item 8.01 Other Events.

On May 7, 2020, the Compensation Committee of the Board of Directors of TETRA approved an $80,000 cash award to each of the non-employee directors of the Company. The cash awards are in lieu of, and represent a 20% reduction in the dollar value of, the annual equity awards that have historically been granted to each of TETRA's non-employee directors in conjunction with the annual meeting of stockholders. The Compensation Committee granted cash awards because there were not a sufficient number of shares available under the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan to fully grant the awards in shares.

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