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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): May 21, 2024
 
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter) 
 
Delaware1-1345574-2148293
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983
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 classTrading Symbol(s)Name of each exchange on which registered
Common StockTTINew York Stock Exchange
Preferred Share Purchase RightNANew 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 (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 5.07 Submission of Matters to a Vote of Security Holders.

(a)
The Annual Meeting was held on May 21, 2024.
(b)The following matters were voted upon by the stockholders of the Company at the Annual Meeting:
(i)Item 1 – the election of eight members to the Company’s Board of Directors;
(ii)Item 2 – the advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;
(iii)Item 3 – ratification of the approval of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
(iv)Item 4 – stockholder proposal regarding the right of stockholders to act by written consent.

The matters listed above are described in detail in the Proxy Statement.

Item 1 - Election of Directors – the nominees listed below were elected directors with the respective votes set forth opposite their names:
Votes ForVotes Withheld
Mark E. Baldwin75,455,1585,571,655
Thomas R. Bates, Jr.74,566,0016,460,812
Christian A. Garcia74,524,8646,501,949
John F. Glick75,126,3645,900,449
Angela D. John76,277,9364,748,877
Sharon B. McGee73,239,2647,787,547
Brady M. Murphy75,447,2125,579,601
Shawn D. Williams75,404,7435,622,070

As previously disclosed in the Proxy Statement, in connection with the Annual Meeting, Gina A. Luna’s service as a director concluded upon the expiration of her term at the Annual Meeting. Immediately following the Annual Meeting, the Board decreased the size of the Board to eight members.

Item 2 – Advisory Vote to Approve the Compensation of Named Executive Officers – the stockholders approved, on a non-binding basis, compensation of the named executive officers as described in the Proxy Statement with the following votes:

Votes ForVotes AgainstVotes Abstained
74,649,5085,931,564445,741

Item 3 – Ratification of Auditors – the stockholders approved the appointment of Grant Thornton LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2024. The voting results are set forth below:

Votes ForVotes AgainstVotes Abstained
96,567,969204,079380,258

Item 4 – Stockholder Proposal – stockholder right to act by written consent – the stockholders did not approve the stockholder proposal regarding the right to act by written consent. The votes were as follows:

Votes ForVotes AgainstVotes Abstained
33,654,33046,893,550478,933






2


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:
May 23, 2024
 
3

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Cover
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 21, 2024
Entity File Number 1-13455
Entity Tax Identification Number 74-2148293
Entity Incorporation, State or Country Code DE
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
Entity Emerging Growth Company false
Entity Registrant Name TETRA Technologies, Inc.
Entity Central Index Key 0000844965
Amendment Flag false
Document Information [Line Items]  
Document Period End Date May 21, 2024
Common Stock  
Cover [Abstract]  
Trading Symbol TTI
Security Exchange Name NYSE
Title of 12(b) Security Common Stock
Document Information [Line Items]  
Security Exchange Name NYSE
Trading Symbol TTI
Title of 12(b) Security Common Stock
Series A Preferred Stock  
Cover [Abstract]  
Trading Symbol NA
Security Exchange Name NYSE
Title of 12(b) Security Preferred Share Purchase Right
Document Information [Line Items]  
Security Exchange Name NYSE
Trading Symbol NA
Title of 12(b) Security Preferred Share Purchase Right
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