Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On December 6, 2021, Flotek Industries, Inc. (the "Company") received written
notice from the New York Stock Exchange (the "NYSE") notifying it that the
average closing price of the Company's common stock over a period of 30
consecutive trading days was below the minimum $1.00 per share requirement for
continued listing on the NYSE under Item 802.01C of the NYSE Listed Company
Manual.
In accordance with applicable NYSE procedures, the Company plans to notify the
NYSE of its intent to cure the $1.00 per share deficiency. Based on the
applicable NYSE procedures, the Company has six months following the receipt of
the written notice mentioned above to cure the deficiency and regain compliance.
The notice has no immediate impact on the listing of the Company's common stock,
which will continue to be listed and trade on the NYSE subject to the Company's
continued compliance with the other listing requirements of the NYSE. The common
stock of the Company will continue to trade under the symbol "FTK," but will
have an added designation of ".BC" to indicate that the status of the common
stock is "below compliance" with the NYSE continued listing standards. The ".BC"
indicator will be removed at such time as the Company is deemed to be in
compliance. The Company intends to monitor the closing share price for its
common stock and explore available options to regain compliance with the
continued listing requirements.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2021, TengBeng Koid, the Company's President, Data Analytics,
departed the Company. The Company views Mr. Koid's departure as a termination
without cause under Mr. Koid's employment agreement with the Company, and
expects to pay the severance required thereunder after execution and delivery of
a release agreement.
Dr. James Silas, the Company's Senior Vice President, Research & Innovation,
will oversee the Company's Data Analytics division on an interim basis. Dr.
Silas has been the Company's Senior Vice President, Research & Innovation, since
May 2016. Dr. Silas joined the Company in June 2013 as a Research Scientist and
was the Vice President, Research & Innovation from May 2015 to May 2016. Prior
to joining the Company, Dr. Silas was a an Assistant Professor of Chemical
Engineering at Texas A&M University. Dr. Silas has a B.S.E. in Chemical
Engineering from Princeton University, a Ph.D. in Chemical Engineering from the
University of Delaware, and was a Postdoctoral Fellow in Bioengineering at the
University of Pennsylvania. Dr. Silas' compensation will remain unchanged under
his existing employment contract, pursuant to which Dr. Silas receives an annual
base salary of $285,000, is eligible to participate in the Company's long-term
incentive plans, and is eligible for an annual bonus with a target of 100% of
base salary. If Dr. Silas' employment is terminated by the Company without
"cause" or is terminated by Dr. Silas for "good reason," upon execution of an
acceptable separation and release agreement, the Company will pay to Dr. Silas
(a) severance payments equal to Dr. Silas' base salary (payable over 12 months),
(b) a pro-rata portion of Dr. Silas' annual bonus for the year of termination,
based on actual performance and paid at the usual time, (c) any earned but
unpaid annual bonus for the prior calendar year, and (d) the difference between
the amount Dr. Silas pays for COBRA premiums and the amount similarly situated
employees of the Company would pay for such coverage for a period of 12 months.
In addition, if such termination occurs within 18 months following a "change of
control," all unvested equity awards that have been granted to Dr. Silas under
any incentive plan will become fully vested.
Item 7.01 Regulation FD Disclosure.
On December 10, 2021, the Company issued a press release with respect to the
NYSE notice referenced under Item 3.01 above. The full text of the press release
is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing information is intended to be furnished under Item 7.01 of Form
8-K, "Regulation FD Disclosure." This information shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act
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of 1934, as amended (the "Act"), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Act, whether made before or
after the date of this report, regardless of any general incorporation language
in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated December 10, 2021.
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FLOTEK INDUSTRIES, INC. 
