UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 3, 2011
TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13455 | 74-2148293 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
| | | |
| 24955 Interstate 45 North |
| The Woodlands, Texas 77380 |
| (Address of Principal Executive Offices and Zip Code) |
| | | |
Registrant’s telephone number, including area code: (281) 367-1983 |
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 (see General 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.
(a) The annual meeting of stockholders of TETRA Technologies, Inc. (the “Company”) was held on May 3, 2011.
(b) The following matters were voted upon by the stockholders of the Company at its 2011 Annual Meeting of Stockholders:
| | (i) | Item 1 – the election of nine members to the Company’s Board of Directors; |
| | (ii) | Item 2 – the ratification and approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; |
| | (iii) | Item 3 – to consider and vote upon a proposal to approve the 2011 Long Term Incentive Compensation Plan; |
| | (iv) | Item 4 – to conduct an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2011 proxy statement, filed with the SEC on March 18, 2011; and |
| | (v) | Item 5 – to conduct an advisory vote on the frequency of holding future advisory votes on executive compensation. |
The proposals are described in detail in the Company’s definitive proxy statement. The voting results are as follows:
Item 1 – Election of Directors
| | Votes For | Votes Withheld | Broker Non-Votes |
| Stuart M. Brightman | 63,011,529 | 2,637,545 | 5,965,669 |
| Paul D. Coombs | 61,868,438 | 3,780,636 | 5,965,669 |
| Ralph S. Cunningham | 53,452,307 | 12,196,767 | 5,965,669 |
| Tom H. Delimitros | 62,672,492 | 2,976,582 | 5,965,669 |
| Geoffrey M. Hertel | 61,813,498 | 3,835,576 | 5,965,669 |
| Allen T. McInnes | 61,873,463 | 3,775,611 | 5,965,669 |
| Kenneth P. Mitchell | 62,464,438 | 3,184,636 | 5,965,669 |
| William D. Sullivan | 63,339,683 | 2,309,391 | 5,965,669 |
| Kenneth E. White, Jr. | 63,529,805 | 2,119,269 | 5,965,669 |
Item 2 – Ratification of Auditors
| Votes For | Votes Against | Votes Abstained | |
| 70,689,866 | 912,789 | 12,088 | |
Item 3 – Proposal to approve the 2011 Long Term Incentive Compensation Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 61,507,060 | 3,528,341 | 613,673 | 5,965,669 |
Item 4 – Advisory Vote on the Compensation of Named Executive Officers
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 64,644,824 | 856,631 | 147,619 | 5,965,669 |
Item 5 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes |
| 51,857,191 | 192,681 | 13,457,901 | 141,301 | 5,965,669 |
(d) The Company’s Board of Directors considered the results of the advisory vote on the frequency of holding future advisory votes on executive compensation and determined that it would hold future votes annually until the next stockholder vote on the frequency of holding future advisory votes.
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.
| | TETRA Technologies, Inc. |
| By: | /s/Bass C. Wallace, Jr. |
| | Bass C. Wallace, Jr. |
| | Sr. Vice President & General Counsel |
| Date: May 6, 2011 | |
