Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 10, 2022, the Board of Directors (the "Board") of ChampionX Corporation (the "Company") adopted and approved, effective immediately, the amended and restated by-laws (as amended and restated, the "Amended and Restated By-laws") of the Company. The Amended and Restated By-laws, among other things:

•Revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act (the universal proxy rules) within eight business days of the meeting;

•Specify that a majority of the entire Board is required to constitute quorum for the transaction of business at any Board meeting (rather than one-third of the entire Board);

•Clarify the power of the chair of a stockholder meeting to adjourn any meeting of stockholders;

•Adopt gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair in place of Chairman;

•Make certain administrative, modernizing, clarifying and confirming changes, including (1) removing references to provisions that have been are no longer applicable to the Company, including the classified board, removal for cause only, and supermajority voting requirements, (2) making updates to reflect recent amendments to the Delaware General Corporation Law, and (3) clarifying that meetings of stockholders may, in addition to or instead of a physical meeting, be held by means of remote communication (including virtually) as provided under applicable Delaware law.

The foregoing description of the Amended and Restated By-laws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.       Description

           3.1      Amended and Restated By-Laws of the Company

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