Carbo Ceramics (CRRTQ) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 22, 2012

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-15903	72-1100013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

575 North Dairy Ashford, Suite 300 Houston, Texas	77024
(Address of Principal Executive Offices)	(Zip Code)

(281) 921-6400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (seeGeneral Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

CARBO Ceramics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2012. Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was originally filed with the Securities and Exchange Commission on April 4, 2012 and supplemented on May 3, 2012.

Proposal 1: Election of seven directors.

The seven individuals listed below were elected as directors of the Company at the Annual Meeting. Voting results for each director were as follows:

Names	For		Withheld		Broker Non-Votes
Sigmund L. Cornelius		18,178,565		818,245		1,568,556
James B. Jennings		18,491,129		505,681		1,568,556
Gary A. Kolstad		18,783,255		213,555		1,568,556
H.E. Lentz, Jr.		18,174,691		822,119		1,568,556
Randy L. Limbacher		18,568,414		428,396		1,568,556
William C. Morris		18,512,920		483,890		1,568,556
Robert S. Rubin		18,406,526		590,284		1,568,556

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Voting results with respect to the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012 were as follows:

For	Against		Abstentions
20,422,194		138,653		4,519

Proposal 3: Amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of common stock from 40,000,000 to 80,000,000

Voting results with respect to the amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of common stock from 40,000,000 to 80,000,000 were as follows:

For	Against		Abstentions
17,904,023		2,573,883		87,460

Proposal 4: Advisory vote on the compensation of the named executive officers

Voting results with respect to the advisory vote on the compensation of the named executive officers were as follows:

For	Against		Abstentions		Broker Non-Votes
18,068,886		289,164		638,760		1,568,556

2

SIGNATURES

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.

	CARBO CERAMICS INC.
Date: May 23, 2012
	By:	/s/ Ernesto Bautista III
		Ernesto Bautista III
		Vice President and
		Chief Financial Officer