UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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, 2018
CARBO Ceramics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-15903 | 72-1100013 | |
(Commission File Number) | (IRS Employer Identification No.) | |
575 North Dairy Ashford, Suite 300 Houston, Texas | 77079 | |
| (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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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. ☐
| 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, 2018. 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 filed with the Securities and Exchange Commission on March 29, 2018.
| Proposal 1: | Election of six directors. |
The six 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 | 14,045,174 | 3,357,919 | 6,073,233 | |||||||||
Chad C. Deaton | 14,047,153 | 3,355,940 | 6,073,233 | |||||||||
Gary A. Kolstad | 13,991,503 | 3,411,590 | 6,073,233 | |||||||||
H.E. Lentz, Jr. | 13,810,624 | 3,592,469 | 6,073,233 | |||||||||
Randy L. Limbacher | 13,996,376 | 3,406,717 | 6,073,233 | |||||||||
William C. Morris | 12,740,167 | 4,662,926 | 6,073,233 | |||||||||
| 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 2018 were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
23,155,535 | 253,290 | 67,501 | 0 |
| Proposal 3: | 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 | BrokerNon-Votes | |||
10,334,233 | 6,775,920 | 292,940 | 6,073,233 |
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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 24, 2018 | ||||||
| By: | /s/ Robert J. Willette | |||||
| Robert J. Willette | ||||||
| VP, General Counsel, Corporate Secretary and Chief Compliance Officer | ||||||
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