UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
(
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
|
|
|
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 |
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
|
|
|
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on April 8, 2020, the Human Capital Management and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of TETRA Technologies, Inc. (the “Company”) approved temporary 20% reductions in the base salaries of the Company’s named executive officers (“NEOs”). On July 26, 2021, the Committee approved the reinstatement of the NEOs’ base salaries to their respective pre-reduction levels, with the exception of Brady M. Murphy, Elijio V. Serrano, and Richard D. O’Brien. The base salaries of Messrs. Murphy, Serrano, and O’Brien were reinstated to 90% of their respective base salary and their annual short term incentive target award opportunity was increased to provide an opportunity for them to earn a portion of their respective reduced salary through performance.
Item 7.01. Regulation FD Disclosures.
In addition, on July 29, 2021, the Board approved the reinstatement of the 20% reduction implemented in April 2021 with respect to the cash retainers paid to non-employee directors, including the annual retainer, chairman of the board retainer, and committee chair retainers, which reinstatement shall be effective August 1, 2021. On May 26, 2021 and effective July 1, 2021, the Board also approved an increase in the annual cash retainer paid to non-employee directors (excluding the chairman of the board), from $50,000 to $70,000 per year, which was paid at the 20% reduction until such annual retainer was reinstated, and eliminated the payment of per-meeting fees.
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/ Brady M. Murphy |
|
|
|
Brady M. Murphy |
|
|
|
President and Chief Executive Officer |
|
|
Date: July 30, 2021 |
|
|
|
|
|
Document and Entity Information |
Jul. 26, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 26, 2021 |
| Entity Registrant Name | TETRA Technologies, Inc. |
| Entity Central Index Key | 0000844965 |
| Entity Emerging Growth Company | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | TTI |
| Security Exchange Name | NYSE |
| Entity File Number | 1-13455 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 74-2148293 |
| Entity Address, Address Line One | 24955 Interstate 45 North |
| Entity Address, City or Town | The Woodlands |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77380 |
| City Area Code | 281 |
| Local Phone Number | 367-1983 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |