Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnAugust 23, 2021 ,Newpark Resources, Inc. (the "Company") issued a press release announcing, among other things, thatPaul L. Howes , President and Chief Executive Officer of the Company, intends to retire onFebruary 28, 2022 (the "Retirement Date") as an officer of the Company. No decision has been made as to whetherMr. Howes will remain on the Board after his retirement. EffectiveSeptember 1, 2021 ,Mr. Howes' title will change from "President and Chief Executive Officer" to "Chief Executive Officer". The Company also announced thatMatthew Lanigan , 50, will ultimately succeedMr. Howes as President and Chief Executive Officer of the Company effective immediately following the retirement ofMr. Howes as an officer of the Company. In the meantime,Mr. Lanigan has been promoted to President and Chief Operating Officer of the Company effectiveSeptember 1, 2021 , and he will continue to report toMr. Howes untilMr. Howes' retirement as an officer of the Company.Mr. Lanigan and the Company entered into an amendment to his employment agreement onAugust 17, 2021 to evidence his promotion, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.Mr. Lanigan has served as Vice President of the Company and President ofNewpark Industrial Solutions sinceApril 2016 . FromApril 2014 toJune 2015 ,Mr. Lanigan served as a Managing Director of Custom Fleet Services inAustralia forGE Capital Corporation , a financial services unit of General Electric. FromSeptember 2010 toMarch 2014 , he served as Commercial Excellence Leader in theAsia Pacific forGE Capital . Previous toSeptember 2010 ,Mr. Lanigan held various executive positions in marketing and sales forGE Capital Corporation . As President and Chief Operating Officer of the Company,Mr. Lanigan will receive an annual base salary of$450,000 starting onSeptember 1, 2021 and will be eligible for an annual cash incentive target opportunity for the remainder of 2021 equal to 75% of his base salary for that period. Additionally, the Compensation Committee approved onAugust 17, 2021 a restricted stock unit award consisting of 100,000 restricted stock units that will be granted toMr. Lanigan onSeptember 1, 2021 and will vest ratably over the next three years onSeptember 1, 2022 ,September 1, 2023 andSeptember 1, 2024 . Ms.Lori Briggs will succeedMr. Lanigan as Vice President of the Company and President of Newpark Industrial Solutions effectiveSeptember 1, 2021 , and she will continue to report toMr. Lanigan .Ms. Briggs , 49, joined Newpark inOctober 2017 as Senior Director, Business Transformation & Integration of the Company.Ms. Briggs was promoted to the position of Vice President of Marketing for Newpark Industrial Services inJanuary 2021 . FromOctober 2015 toOctober 2017 ,Ms. Briggs served as a Global Pricing Leader inHouston, Texas forGE Oil and Gas , an energy subsidiary of General Electric. For the ten years prior toOctober 2015 ,Ms. Briggs held various management positions in marketing and sales forGE Capital . As Vice President of the Company and President of Newpark Industrial Solutions,Ms. Briggs will receive an annual base salary of$350,000 starting onSeptember 1, 2021 and will be eligible for an annual cash incentive target opportunity for the remainder of 2021 equal to 70% of her base salary for that period. Additionally, the Compensation Committee approved onAugust 19, 2021 a restricted stock unit award consisting of 50,000 restricted stock units that will be granted toMs. Briggs onSeptember 1, 2021 and will vest ratably over the next three years onSeptember 1, 2022 ,September 1, 2023 andSeptember 1, 2024 . In connection with her appointment as an officer of the Company,Ms. Briggs entered into an Indemnification Agreement, which requires the Company to indemnifyMs. Briggs to the fullest extent permitted by applicable law against liability that may arise by reason of her service as an officer of the Company, and to advance certain expenses incurred as a result of any proceeding against her as to which she could be indemnified. The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety to the form of Indemnification Agreement, which is incorporated by reference herein to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed onJuly 25, 2014 .Mr. Howes and the Company have entered into a Retirement and Restrictive Covenant Agreement and General Release, datedAugust 17, 2021 (the "Retirement Agreement") to specify the terms of his retirement as an officer of the Company. The terms of the Retirement Agreement are consistent with the terms set forth in theNewpark Resources, Inc. Retirement Policy forU.S. Employees, as amended, which was approved and adopted onApril 6, 2015 , and subsequently amended onMay 20, 2020 (as amended, the "Retirement Policy"). Prior to his Retirement Date,Mr. Howes will continue to serve as the Company's Chief Executive Officer and will (1) continue to receive an annual base salary of$828,000 , (2) remain eligible for annual bonuses, which shall be pro-rated for any portion of the partial fiscal year ending on his Retirement Date and payable based on actual performance, and (3) remain eligible for participation in the Company's 401(k), welfare, deferred compensation and other plans pursuant to the terms of such plans. Following his retirement as an officer of the Company, or in the event of his death prior to his Retirement Date,Mr. Howes will be entitled pursuant to the Retirement Agreement and the Retirement Policy to (1) receive his annual bonus, prorated for any portion of the partial fiscal year ending on his Retirement Date and payable based on actual performance, (2) exercise outstanding stock options issued prior toApril 6, 2015 for two years (or if earlier, the expiration of the options) and -------------------------------------------------------------------------------- exercise options issued on and afterApril 6, 2015 until their stated expiration date, (3) continued vesting of restricted stock units granted at least six months prior to the Retirement Date upon the original vesting schedule, (4) receive a prorated cash payment for performance-based cash awards awarded prior toNovember 20, 2019 , subject to all terms (other than continued employment) and performance goals contained in the cash awards, (5) receive a cash payment, without proration, for outstanding performance-based cash awards awarded on or afterNovember 20, 2019 , subject to all terms (other than continued employment) and performance goals contained in the cash awards. The Company also agreed to provide continued maintenance of directors and officers liability insurance coverage. The Retirement Agreement contains certain restrictive covenants and confidentiality provisions, including non-compete and non-solicitation obligations continuing for 24 months afterMr. Howes retires as an officer of the Company. The Retirement Agreement also contains a release of claims against the Company and its affiliates, officers and employees. The description of the Retirement Agreement set forth above is qualified in its entirety by the Retirement Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. OnAugust 19, 2021 , the Compensation Committee of the Board of Directors of the Company approved a cash retention award for each of Messrs.Gregg Piontek andDavid Paterson in the amount of$500,000 and a cash retention award for Mr.Chipman Earle in the amount of$250,000 . Each such cash retention award will be granted onSeptember 1, 2021 and will vest onSeptember 1, 2023 , or earlier upon grantee's termination without cause, death, or disability. The description of these cash retention awards set forth above is qualified in its entirety by the Form of Cash Retention Award Agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. OnAugust 23, 2021 , the Company issued a press release announcing, among other things,Mr. Howes' upcoming retirement and the related promotions ofMr. Lanigan andMs. Briggs , a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1, which is incorporated by reference herein. The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment to Employment Agreement dated August
17, 2021, between Newpark
Resources, Inc. andMatthew Lanigan 10.2 Retirement and Restrictive Covenant Agreement
and General Release dated
August 17, 2021 , betweenNewpark Resources, Inc. andPaul L. Howes 10.3 Form of Cash Retention Award Agreement datedAugust 17, 2021 99.1 Press Release issued byNewpark Resources, Inc. onAugust 23, 2021 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101)
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