NPK International Board Shifts as Compensation Chair Resigns

Rhea-AI Filing Summary

NPK International Inc. disclosed that Donald Young notified the company he is resigning from its Board of Directors effective August 19, 2025, to devote more time to his personal businesses. Mr. Young had served on the Board since 2022 and was Chairman of the Board's Compensation Committee and a member of the Audit and Environmental, Social and Governance Committees. Company statements say his resignation is not due to any disagreement with the company on operations, policies or practices. The Board determined on August 19, 2025 to immediately reduce its size from eight directors to seven.

Positive

• Resignation stated not to be due to disagreement with company operations, policies or practices, reducing risk of governance dispute
• Board reduction was decided immediately, indicating the company is addressing board composition promptly

Negative

• Loss of Compensation Committee Chairman may require quick reassignment to maintain compensation oversight
• Board now reduced from eight to seven directors, leaving fewer board members to cover committee duties until replacements or reassignments

Insights

Corporate Governance Expert

TL;DR: Board director resignation removes a compensation committee chair and reduces board size; governance adjustments will be needed.

Mr. Young's departure eliminates the Chairman of the Board's Compensation Committee and a participant on the Audit and ESG committees, which may require reassignment of committee roles and possible board recruitment. The filing explicitly states the resignation is not due to disagreement with the company, reducing the likelihood of underlying governance disputes. The immediate board size reduction from eight to seven simplifies quorum and committee calculations but leaves the company with one fewer director to provide oversight until replacements or reassignments occur.

Securities Analyst

TL;DR: Operationally neutral disclosure but removes an experienced director involved in compensation and oversight functions.

The disclosure is factual and limited: Mr. Young served since 2022 and had leadership responsibilities on compensation and participation on audit and ESG oversight. Because the company states there was no disagreement, there is no immediate regulatory or disclosure risk indicated. However, loss of committee leadership may temporarily affect governance continuity, and investors will likely watch for subsequent committee appointments or director additions.

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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): August 19, 2025

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

Donald Young notified NPK International Inc. (“NPK” or “Company”) that, effective August 19, 2025, he is resigning from the Company’s Board of Directors (the “Board”) to devote more time to his rapidly expanding personal businesses. Rose Robeson, Chairman of the Board, said, “On behalf of the Board of Directors of NPK, I want to thank Donnie for his many contributions and guidance during his service as a member of the Board since 2022.” Matthew Lanigan, Chief Executive Officer of NPK, said, “Donnie's broad commercial background and strategic input have been instrumental in implementing our multi-year business simplification plan that positions NPK as a pure-play worksite access and specialty rental solutions business.”

Mr. Young served as the Chairman of the Board’s Compensation Committee and was a member of the Board’s Audit and Environmental, Social and Governance Committees. Mr. Young’s resignation from the Board is not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Item 8.01 Other Events.

With the resignation of Mr. Young from the Board as of August 19, 2025, the Board determined on August 19, 2025 that the size of the Board will be reduced immediately from eight directors to seven directors.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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:			August 20, 2025			By:			/s/ M. Celeste Frugé
									M. Celeste Frugé
									VP, General Counsel, Chief Compliance Officer & Corporate Secretary

FAQ

Who resigned from the NPK International Inc. board?

Donald Young resigned from the Board effective August 19, 2025.

Why did Donald Young resign from NPK's board?

He resigned to devote more time to his rapidly expanding personal businesses.

Did NPK say the resignation was due to any disagreement?

The company stated the resignation was not the result of any disagreement with the company on operations, policies or practices.

What committee roles did Donald Young hold at NPK?

Mr. Young was Chairman of the Board's Compensation Committee and a member of the Audit and Environmental, Social and Governance Committees.

How did the board change after the resignation?

On August 19, 2025, the Board determined it would be reduced from eight directors to seven directors immediately.