NPK International (NPKI) investors approve board slate, say-on-pay and Deloitte in 2026 vote

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NPK International Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders elected seven directors, each to serve until the 2027 annual meeting, with support levels generally around 66–70 million votes in favor and relatively low opposition.

Stockholders also approved, on a non-binding advisory basis, the Company’s named executive officer compensation, with 67,786,645 votes for, 3,004,510 against, and 60,614 abstentions, plus 6,585,006 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, with 77,213,467 votes for, 170,861 against, and 52,447 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Highest director support: 70,466,174 votes for Executive pay approval: 67,786,645 votes for Executive pay opposition: 3,004,510 votes against +3 more

6 metrics

Highest director support 70,466,174 votes for Election of Matthew S. Lanigan at 2026 Annual Meeting

Executive pay approval 67,786,645 votes for Advisory vote on named executive officer compensation

Executive pay opposition 3,004,510 votes against Advisory vote on named executive officer compensation

Broker non-votes on pay 6,585,006 shares Broker non-votes on executive compensation proposal

Auditor ratification support 77,213,467 votes for Ratification of Deloitte & Touche LLP for fiscal 2026

Auditor ratification against 170,861 votes against Ratification of Deloitte & Touche LLP for fiscal 2026

Key Terms

broker non-votes, named executive officer compensation, independent registered public accounting firm, advisory vote, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 70,166,626 | 661,056 | 24,087 | 6,585,006"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officer compensation financial

"An advisory vote on named executive officer compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"An advisory vote to approve our named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Annual Meeting of Stockholders financial

"the Company’s 2026 Annual Meeting of Stockholders (the “2026 ASM”)"

Understanding 8-K Material Events →

05/20/2026 - 04:23 PM

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

Date of Report (Date of earliest event reported): May 20, 2026

NPK International Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-02960	72-1123385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


9320 Lakeside Boulevard,	Suite 100
The Woodlands,	Texas	77381
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (281) 362-6800


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 240.13a-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	NPKI	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 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the following proposals were submitted to the stockholders of NPK International Inc. (the “Company”) at the Company’s 2026 Annual Meeting of Stockholders (the “2026 ASM”).

1.The election of seven director nominees to our Board of Directors;

2.An advisory vote to approve our named executive officer compensation; and

3.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2026.

The proposals are more fully described in the Company’s proxy statement for the 2026 ASM (the “Proxy Statement”). The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: The stockholders of the Company elected each of the following director nominees for a term that will continue until the 2027 Annual Meeting of Stockholders.


Director	For	Against	Abstain/Withheld	Broker Non-Votes
Joseph A. Cutillo	70,166,626	661,056	24,087	6,585,006
Matthew S. Lanigan	70,466,174	361,248	24,347	6,585,006
Roderick A. Larson	68,951,232	1,876,402	24,135	6,585,006
Michael A. Lewis	66,145,743	4,681,381	24,645	6,585,006
Claudia M. Meer	69,186,985	1,628,445	36,339	6,585,006
John C. Mingé	69,321,190	1,506,166	24,413	6,585,006
Rose M. Robeson	70,387,149	440,517	24,103	6,585,006

Proposal 2: An advisory vote on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company’s Proxy Statement.


For	Against	Abstain/Withheld	Broker Non-Votes
67,786,645	3,004,510	60,614	6,585,006

Proposal 3: Ratification of the appointment of independent registered public accounting firm: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026.


For	Against	Abstain/Withheld	Broker Non-Votes
77,213,467	170,861	52,447	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.


		NPK International Inc.
		(Registrant)

Date:	May 20, 2026	By:	/s/ M. Celeste Frugé
			M. Celeste Frugé
			VP, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did NPKI stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three items: electing seven directors until the 2027 meeting, an advisory approval of named executive officer compensation, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.

Were NPK International Inc. (NPKI) director nominees elected in 2026?

Yes, all seven director nominees were elected. Each received between about 66 million and 70 million votes for, with comparatively low against and abstain tallies, and will serve until the 2027 Annual Meeting of Stockholders.

How did NPKI stockholders vote on executive compensation in 2026?

Stockholders approved the named executive officer compensation on a non-binding advisory basis, with 67,786,645 votes for, 3,004,510 against, 60,614 abstentions, and 6,585,006 broker non-votes, as described in the company’s proxy statement for the 2026 meeting.

Did NPK International Inc. (NPKI) ratify its independent auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, with 77,213,467 votes for, 170,861 against, and 52,447 abstentions, and no broker non-votes reported for this proposal.

Which firm audits NPK International Inc. (NPKI) for fiscal year 2026?

Deloitte & Touche LLP serves as the independent registered public accounting firm for fiscal 2026, following stockholder ratification at the 2026 Annual Meeting, where the proposal received over 77 million votes in favor and minimal opposition.

What are broker non-votes in the NPKI 2026 shareholder results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. NPK International Inc. reported 6,585,006 broker non-votes for the director elections and executive compensation proposals at the 2026 Annual Meeting.

Filing Exhibits & Attachments

3 documents