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



On November 15, 2022, the Board of Directors of Newpark Resources, Inc. (the
"Company") adopted and approved, effective immediately, the Amended and Restated
Bylaws of the Company (the "Amended and Restated Bylaws") in order to, among
other things:

•eliminate the requirement to have a stockholder list available for inspection at the stockholder meeting;

•update the procedural mechanics with respect to adjourned meetings of stockholders;

•update the procedures and requirements with respect to the stockholders' right to act by written consent in lieu of a meeting;

•enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by requiring:

•certain additional background information regarding the proposing stockholders, proposed nominees or business and other persons related to such matter;



•representations as to whether such stockholder intends or is part of a group
which intends to deliver, in the same manner required of the Company under the
Exchange Act, a proxy statement or form of proxy to holders of shares
representing, in the case of nominations, at least 67% of the voting power of
the Company's outstanding stock entitled to vote generally in the election of
directors, or in the case of other business, at least the percentage of the
voting power of the Company's outstanding stock required to approve or adopt
such proposal; and

•with respect to nominations, a representation that, immediately after soliciting the required percentage of stockholders described above, the stockholder submitting such matter will provide the Company with documents demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of the required percentage of the voting power of the Company's stock entitled to vote generally in the election of directors;

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and



•opt out of Section 116 of the General Corporation Law of the State of Delaware
by requiring that certain notices and other information or documents provided by
stockholders to the Company pursuant to the Amended and Restated Bylaws must be
delivered in writing.

The Amended and Restated Bylaws also incorporate various other updates and technical, clarifying and conforming changes.



The foregoing description of the Amended and Restated Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit
3.1 and incorporated by reference herein.




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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.               Description
3.1                         Amended and Restated Bylaws of Newpark

Resources, Inc., dated November


                          15, 2022.
104                       Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                          Exhibit 101)

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