UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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) November 13, 2019

 

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15903

72-1100013

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

 

575 North Dairy Ashford, Suite 300

 

 

Houston, Texas

 

77079

(Address of Principal Executive Offices)

 

(Zip Code)

 

(281) 921-6400

(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 (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))

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

 

CRR

 

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. ☐

 

 


 

 

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

On November 13, 2019, Justin H. Wilks notified the Chairman of the Board of Directors (the “Board”) of CARBO Ceramics Inc. (the “Company”) of his decision to resign, effective immediately, from his position as a member of the Board.  Mr. Wilks’ decision did not result from any disagreements with management or the Board.

As a result thereof, the Board will reduce its size from 7 directors down to 6 directors.

Notwithstanding the foregoing, the Wilks Brothers, LLC (the “Wilks”) will retain all of their rights under the Stockholder Agreement, dated March 2, 2017, as amended, between the Wilks and the Company, including the right to designate a Director of their choice in the future.

 


 

 

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.

 

 

 

CARBO CERAMICS INC.

Date: November 18, 2019

 

 

 

 

 

 

By:

 

/s/ Ernesto Bautista III

 

 

 

 

Ernesto Bautista III

 

 

 

 

Vice President and Chief Financial Officer

 

 

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