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Date of Report (Date of earliest event reported): May 18, 2023

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (281) 362-6800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 3, 2023, the Board of Directors of Newpark Resources, Inc. (the “Company”), subject to stockholder approval, approved the Newpark Resources, Inc. Second Amended and Restated 2015 Employee Equity Incentive Plan (the “Employee Plan”). The Employee Plan was subsequently approved by the stockholders of the Company on May 18, 2023. The Employee Plan, as amended and restated (i) increases the number of shares of our common stock available for awards under the Employee Plan by 1,200,000 to a total of 16,500,000 shares, with approximately 3,000,000 available for future awards and (ii) incorporates amendments made to the Employee Plan in 2021 and 2022.

The principal features of the Employee Plan are described in detail under “Proposal No. 5 Approval of the Company’s Second Amended and Restated 2015 Employee Equity Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”). The description of the principal features of the Employee Plan included in the Proxy Statement is incorporated herein by reference.

The foregoing description of the principal features of the Amendment and the Employee Plan is qualified in its entirety by reference to the full text of the Amendment, which is filed as Appendix A to the Proxy Statement.

On May 18, 2023, the following proposals were submitted to the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders.    

1.The election of seven director nominees to our Board of Directors;

2.An advisory vote to approve our named executive officer compensation;

3.An advisory vote on the frequency of holding future advisory votes on named executive officer compensation;

4.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2023;

5.Approval of the Employee Plan;

6.Approval of the Company’s Amended and Restated 2014 Non-Employee Directors’ Restricted Stock Plan; and

7.Approval of an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan.

The proposals are more fully described in the Company’s Proxy Statement. The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: The stockholders of the Company elected each of the following director nominees for a term that will continue until the 2024 Annual Meeting of Stockholders.

Proposal 2: An advisory vote on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company’s Proxy Statement.

Proposal 3: An advisory vote on the frequency of holding future advisory votes on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the holding of future advisory votes on named executive officer compensation every year.

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2023.

Proposal 5: Approval of the Employee Plan: The stockholders of the Company approved the Employee Plan.

Proposal 6: Approval of our Amended and Restated 2014 Non-Employee Directors’ Restricted Stock Plan: The stockholders of the Company approved the amendment and restatement of our 2014 Non-Employee Directors’ Restricted Stock Plan.

Proposal 7: Approval of an amendment to our Amended and Restated Employee Stock Purchase Plan: The stockholders of the Company approved the amendment of our Amended and Restated Employee Stock Purchase Plan.

(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.