8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 11, 2022

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13270	90-0023731
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8846 N. Sam Houston Parkway W.,

Houston, TX 77064

(Address of principal executive office and zip code)

(713) 849-9911

(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:

☐    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))

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

Title of each class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock, $0.0001 par value	FTK	NYSE

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2022, the board of directors (the “Board”) of Flotek Industries, Inc. (the “Company”) increased the number of directors on the Board from six to seven and appointed Evan R. Farber to the Board. Mr. Farber was appointed as a member of the compensation and corporate governance and nominating committees.

Mr. Farber, age 50, has been the General Counsel of Cranemere, a long-term holding company, since February 2019 and served as Acting General Counsel of NorthStar Anesthesia, an anesthesia services provider and Cranemere operating company, from July 2018 through March 2019. Prior to that, Mr. Farber spent more than ten years with The Advisory Board Company, a publicly-traded company that provided best practices research and insight, technology, data-enabled services and consulting services, including as its Chief Legal Officer from September 2015 through April 2018, and its General Counsel from October 2007 through September 2015. Before joining The Advisory Board Company, Mr. Farber was a partner at Hogan & Hartson L.L.P. (now Hogan Lovells US LLP), an international law firm, where he practiced corporate, securities, transactional and commercial law. Mr. Farber also serves on the Emeritus Board of the Children’s Law Center, a non-profit legal services provider in Washington, D.C. Mr. Farber received a B.A. degree from Binghamton University, State University of New York, and a J.D. from The George Washington University Law School. The Company believes that Mr. Farber’s extensive experience as an executive and his legal background makes him a valuable addition to the Board.

Mr. Farber has not been involved in any related party transactions or relationships with the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Farber was nominated to the Board by ProFrac Holdings II, LLC (“ProFrac”) pursuant to ProFrac’s rights under that certain Securities Purchase Agreement between ProFrac and the Company dated February 16, 2022, as filed with the Securities and Exchange Commission on a Current Report on Form 8-K dated February 22, 2022. The Board has considered any relationships Mr. Farber has with the Company and with ProFrac and has determined that he is independent.

Mr. Farber will be compensated in accordance with the Company’s customary compensation practices for non-employee directors as previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed on April 29, 2022, including a grant of shares of restricted common stock of the Company.

Item 7.01    Regulation FD Disclosure.

On October 13, 2022, the Company issued a press release announcing the appointment of Mr. Farber. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.    Financial Statements and Exhibits.

    (d)    Exhibits.

Exhibit Number	Description
99.1	Press Release dated October 13, 2022

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.

	FLOTEK INDUSTRIES, INC.
Date: October 13, 2022	/s/ Nicholas J. Bigney
	Name:	Nicholas J. Bigney
	Title:	Senior Vice President, General Counsel & Chief Compliance Officer

EX-99.1

Flotek Industries 8846 N. Sam Houston Pkwy W., Suite 150 Houston, Texas 77064 (713)-849-9911 www.flotekind.com FLOTEK WELCOMES EVAN FARBER TO BOARD OF DIRECTORS HOUSTON, October 13, 2022 – On October 11, 2022, the Board of Directors (the “Board”) of Flotek Industries, Inc. (“Flotek”) (NYSE: FTK), a leader in technology-driven specialty green chemistry solutions, increased the number of directors on the Board from six to seven and appointed Evan Farber to the Board. Mr. Farber was appointed as a member of the compensation and corporate governance and nominating committees of the Board. Mr. Farber is the General Counsel of Cranemere, a long-term holding company for founders, management teams and family-owned companies in the United States and Europe. Previously, Mr. Farber spent more than ten years with The Advisory Board Company, which was a publicly-traded company that provided best practices research and insight, technology, data-enabled services and consulting services, including as its Chief Legal Officer. Before joining The Advisory Board Company, Mr. Farber was a partner at Hogan & Hartson L.L.P. (now Hogan Lovells US LLP), an international law firm. Mr. Farber also serves on the Emeritus Board of the Children’s Law Center, a non-profit legal services provider in Washington, D.C. Mr. Farber received a B.A. degree from Binghamton University, State University of New York, and a J.D. from The George Washington University Law School. John W. Gibson, Jr., Chairman, President, and Chief Executive Officer of Flotek said “We are excited to welcome Evan to our Board of Directors. He shares our commitment to reduce the energy industry’s impact on land, water, air, and people. He’s joining us at a critical time in our evolution when our revenue is growing rapidly, and we are increasingly focused on driving profitability. We believe his skill set and experience will help drive better business outcomes as we continue to evolve.” Farber said “I’m proud to join Flotek’s Board of Directors. I’m attracted to Flotek’s commitment to more environmentally friendly chemistry solutions and data analytics applications that provide tangible improvement across the energy value chain. I’m looking forward to helping to lead Flotek into the future at a pivotal time for the energy industry.” About Flotek Industries, Inc. Flotek Industries, Inc. creates solutions to reduce the environmental impact of energy on air, water, land and people. A technology- driven, specialty green chemistry and data company, Flotek helps customers across industrial, commercial, and consumer markets improve their Environmental, Social, and Governance performance. Flotek’s Chemistry Technologies segment develops, manufactures, packages, distributes, delivers, and markets high-quality cleaning, disinfecting and sanitizing products for commercial, governmental and personal consumer use. Additionally, Flotek empowers the energy industry to maximize the value of their hydrocarbon streams and improve return on invested capital through its real-time data platforms and green chemistry technologies. Flotek serves downstream, midstream, and upstream customers, both domestic and international. Flotek is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.” For additional information, please visit www.flotekind.com. Forward-Looking Statements Certain statements set forth in this press release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, continue, expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Although forward-looking statements in this press release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact Flotek are set forth in Flotek’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the “Risk Factors” section thereof), and in Flotek’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Flotek undertakes no obligation to revise or update any forward- looking statements in order to reflect, any event or circumstance that may arise after the date of this press release. Inquiries, contact: Bernie Colson SVP – Corporate Development & Sustainability E: ir@flotekind.com P: (713) 726-5322 Exhibit 99.1

XML

Cover	Oct. 13, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 11, 2022
Entity Registrant Name	Flotek Industries, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13270
Entity Tax Identification Number	90-0023731
Entity Address, Address Line One	8846 N. Sam Houston Parkway W.
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77064
City Area Code	713
Local Phone Number	849-9911
Soliciting Material	false
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	FTK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000928054
Amendment Flag	false