Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnDecember 3, 2020 , the Board of Directors (the "Board") ofNewpark Resources, Inc. (the "Company") increased the size of the Board from six members to seven members and appointed Mr.Michael A. Lewis to fill the vacancy created by the increase, effective as ofJanuary 1, 2021 .Mr. Lewis has over 34 years of electric operations experience. He has served as Interim President ofPacific Gas & Electric Corporation ("PG&E") sinceAugust 2020 . He has also served as Senior Vice President, Electric Operations of PG&E sinceJanuary 2019 . In his current roles,Mr. Lewis oversees all aspects of PG&E's Electric Operations, including the company's wildfire prevention and response efforts, longer-term grid resiliency initiatives, system-wide vegetation management work and emergency preparedness and response efforts.Mr. Lewis joined PG&E inAugust 2018 and announced inJuly 2020 that he plans to retire onDecember 31, 2020 . FromSeptember 2016 toJuly 2018 ,Mr. Lewis served as Duke Energy's Senior Vice President and Chief Distribution Officer, responsible for distribution operations across six states. From 2008 to 2016,Mr. Lewis served in increasingly more senior roles in electric transmission and distribution, including as Chief Transmission Officer at Duke Energy. He holds a bachelor's degree in electrical engineering from theUniversity of Florida and an MBA fromNova Southeastern University . He attended both the Advanced Management Program atDuke University and the Finance and Accounting for Non-Financial Management Program at theUniversity of Pennsylvania Wharton School .Mr. Lewis will stand for re-election to the Board of Directors at our 2021 Annual Meeting of Stockholders. The Board has affirmatively determined thatMr. Lewis is "independent" as that term is defined byThe New York Stock Exchange listing standards and the standards set forth in the Company's Corporate Governance Guidelines.Mr. Lewis does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. There is no arrangement or understanding betweenMr. Lewis and any other person pursuant to which she was selected as a director.Mr. Lewis will serve as a member of the Company's Audit Committee, Compensation Committee andNominating and Corporate Governance Committee . The compensation paid toMr. Lewis will be consistent with the director compensation paid to non-employee directors of the Company sinceApril 1, 2020 , as described in the Company's 2020 Proxy Statement, filed with theSecurities and Exchange Commission onApril 8, 2020 . A copy of the press release announcing the election ofMr. Lewis to the Board of Directors of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release issued by Newpark Resources, Inc. on December 4 , 2020. 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101)
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