8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 18, 2023

 Newpark Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-02960	72-1123385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9320 Lakeside Boulevard,	Suite 100
The Woodlands,	Texas	77381
(Address of principal executive offices)		(Zip Code)

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

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:

☐ 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 240.13a-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NR	New York Stock Exchange

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K filed by Newpark Resources, Inc. (the “Company”) with the Securities and Exchange Commission on May 18, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of its named executive officers (commonly referred to as a “Say-on-Pay” advisory vote). This Amendment does not amend, modify, or supplement the Original Form 8-K in any other respect.

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

Based on the results of the stockholder vote at the Company’s 2023 Annual Meeting of Stockholders held on May 18, 2023, including the stockholders’ non-binding recommendation to hold future Say-on-Pay advisory votes every one year, the board of directors of the Company (the “Board”) has determined that future Say-on-Pay advisory votes will be conducted annually until the next required stockholder vote on the frequency of advisory votes on named executive officer compensation, which vote is expected to be held at the Company's 2029 Annual Meeting of Stockholders.

Item 9.01     Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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. 

		NEWPARK RESOURCES, INC.
		(Registrant)
Date:	August 17, 2023	By:	/s/ M. Celeste Frugé
			M. Celeste Frugé
			VP, General Counsel and Corporate Secretary

XML

Cover Page	May 18, 2023
Cover [Abstract]
Entity Central Index Key	0000071829
Document Type	8-K/A
Document Period End Date	May 18, 2023
Entity Registrant Name	Newpark Resources, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-02960
Entity Tax Identification Number	72-1123385
Entity Address, Address Line One	9320 Lakeside Boulevard,
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	The Woodlands,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77381
City Area Code	281
Local Phone Number	362-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	true
Amendment Description	Amendment No. 1
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NR
Security Exchange Name	NYSE