Item 1.02. Termination of a Material Definitive Agreement.
On January 2, 2020, Flotek Industries, Inc. (the "Company") notified John W.
Chisholm of the termination of his Employment Period (as defined therein) under
the Employment Agreement, dated May 20, 2019, by and between the Company and
Mr. Chisholm (as amended, the "Chisholm Employment Agreement"), to be effective
as of 11:59 pm Central Time on January 5, 2020.
Summaries of the material terms of the Chisholm Employment Agreement and the
amendment thereto may be found in the Current Reports on Form 8-K filed by the
Company on May 24, 2019 and October 24, 2019, respectively, which summaries are
incorporated herein by reference. A summary of the material circumstances
surrounding the termination of Mr. Chisholm's Employment Period are set forth
under Item 5.02 of this Current Report on Form 8-K, which summary is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of John W. Gibson, Jr. as Chief Executive Officer, President and
Director
As previously announced, on December 21, 2019, the Company entered into an
Employment Agreement with John W. Gibson, Jr. pursuant to which he will serve as
Chief Executive Officer, President, director and Chairman of the Board of
Directors of the Company (the "Board") beginning on January 6, 2020. On
January 2, 2020, the Board formally appointed Mr. Gibson to serve as the
Company's Chief Executive Officer and President, effective as of January 6,
2020, to serve until his earlier resignation, removal or death. Also on
January 2, 2020, the Board formally appointed Mr. Gibson to serve as a director
on the Board to fill the vacancy created by Mr. Chisholm's resignation (as
described below), and formally elected Mr. Gibson as the Chairman of the Board,
in each case, to be effective as of January 6, 2020.
The disclosures required by Item 5.02(c) of Form 8-K were set forth in Item 5.02
of the Current Report on Form 8-K filed by the Company on December 27, 2019 and
are incorporated herein by reference.
Departure of John W. Chisholm as Chief Executive Officer, President and Director
On January 2, 2020, the Company notified Mr. Chisholm of the termination of his
Employment Period under the Chisholm Employment Agreement to be effective as of
11:59 pm Central Time on January 5, 2020. At that time, Mr. Chisholm will cease
to be the Company's Chief Executive Officer and President.
On January 3, 2020, John W. Chisholm notified the Company of his resignation
from the Board, to be effective as of 11:59 pm Central Time on January 5, 2020.
Mr. Chisholm's resignation is not due to a disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On January 6, 2020, the Company issued a press release announcing the leadership
transition described above. The January 6, 2020 press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing of the Company's under the Securities Act of 1933, as amended, except
as otherwise expressly stated in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release, dated January 6, 2020--------------------------------------------------------------------------------
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