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TETRA Technologies (NYSE: TTI) reappoints board chair and reshapes committees

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TETRA Technologies, Inc. reported the results of its Annual Meeting of stockholders held on May 22, 2026. Stockholders elected eight directors, with votes for each nominee ranging from 99,865,325 to 101,608,971, and broker non-votes of 14,168,346 for each director.

Stockholders approved, on a non-binding basis, the compensation of the named executive officers, with 100,758,443 votes for, 1,053,739 against and 81,971 abstentions, plus 14,168,346 broker non-votes. They also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 115,797,558 votes for.

In addition, stockholders approved Amendment No. 1 to the Company’s Tax Benefits Preservation Plan, with 94,361,437 votes for and 7,490,191 against. Following the meeting, John F. Glick was reappointed as Chair of the Board and the Audit, Human Capital Management and Compensation, and Nominating, Governance and Sustainability committees were reconstituted.

Positive

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Negative

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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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Most votes for a director nominee 101,608,971 votes Votes for director nominee Christian A. Garcia at Annual Meeting
Say-on-pay votes for 100,758,443 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 1,053,739 votes Advisory vote on executive compensation
Auditor ratification votes for 115,797,558 votes Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026
Tax Plan amendment votes for 94,361,437 votes Approval of Amendment No. 1 to Tax Benefits Preservation Plan
Tax Plan amendment votes against 7,490,191 votes Vote on Amendment No. 1 to Tax Benefits Preservation Plan
advisory vote financial
"Item 2 – the advisory vote to approve the compensation of the Company’s named executive officers"
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.
independent registered public accounting firm financial
"ratification of the approval of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"
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.
Tax Benefits Preservation Plan financial
"Item 4 – approval of the amendment to the Company’s Tax Benefits Preservation Plan"
A tax benefits preservation plan is a company’s set of policies and actions designed to protect valuable tax attributes—like net operating losses, credits, or favorable tax statuses—when the business changes ownership, reorganizes, or conducts large transactions. Investors care because preserving these tax benefits can reduce future tax bills and improve cash flow, much like keeping a valuable coupon valid so future purchases cost less, which can affect earnings and valuation.
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-votes"
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.
Emerging growth company regulatory
"Emerging growth company | |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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 22, 2026
 
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter) 
 
Delaware
1-13455
74-2148293
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
TTI
New York Stock Exchange
Preferred Share Purchase Right
NA
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 (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 22, 2026.
(b)
The following matters were voted upon by the stockholders of the Company at the Annual Meeting:
Item 1 – the election of eight members to the Company’s Board of Directors;
Item 2 – the advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;
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, 2026; and
Item 4 – approval of the amendment to the Company’s Tax Benefits Preservation Plan.

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 For
Votes Withheld
Broker Non-votes
Thomas R. Bates, Jr.
100,229,609
1,664,544
14,168,346
Christian A. Garcia
101,608,971
285,182
14,168,346
John F. Glick
100,324,738
1,569,415
14,168,346
Angela D. John
100,616,750
1,277,403
14,168,346
Sharon B. McGee
99,865,325
2,028,828
14,168,346
Brady M. Murphy
100,995,678
898,475
14,168,346
Julia A. Sloat
100,991,915
902,238
14,168,346
Shawn D. Williams
101,597,336
296,817
14,168,346

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. The votes were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
100,758,443
1,053,739
81,971
14,168,346

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, 2026. The votes were as follows:
Votes For
Votes Against
Votes Abstained
115,797,558
74,408
190,533

Item 4 – Ratification of Amendment No. 1 to the Company’s Tax Benefits Preservation Plan. The votes were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
94,361,437
7,490,191
42,525
14,168,346

Item 8.01 Other Events.

Following the Annual Meeting, John F. Glick was reappointed as Chair of the Board. In addition, the committees of the Board were reconstituted as follows:

Audit Committee:
Christian A. Garcia, Chair
Angela D. John


Julia A. Sloat
Shawn D. Williams

Human Capital Management and Compensation Committee:
Thomas R. Bates, Jr., Chair
Sharon B. McGee
Shawn D. Williams

Nominating, Governance and Sustainability Committee:
Sharon B. McGee, Chair
Angela D. John
Julia A. Sloat



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 26, 2026
 

Source: View Original Filing on SEC EDGAR

FAQ

What key items did TETRA Technologies (TTI) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing eight directors, an advisory say-on-pay for named executive officers, ratifying Grant Thornton LLP as independent registered public accounting firm for 2026, and approving an amendment to the company’s Tax Benefits Preservation Plan.

Were TETRA Technologies (TTI) directors re-elected at the May 22, 2026 Annual Meeting?

All eight director nominees were elected. Each received between 99,865,325 and 101,608,971 votes for, with votes withheld ranging from 285,182 to 2,028,828 and 14,168,346 broker non-votes reported for each nominee.

Did TETRA Technologies (TTI) stockholders approve executive compensation in the 2026 say-on-pay vote?

Stockholders approved, on a non-binding basis, the compensation of TETRA Technologies’ named executive officers. The vote totals were 100,758,443 for, 1,053,739 against, 81,971 abstentions, and 14,168,346 broker non-votes as disclosed in the results.

Which audit firm did TETRA Technologies (TTI) stockholders ratify for fiscal year 2026?

Stockholders ratified Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 115,797,558 votes for, 74,408 against and 190,533 abstentions recorded in the voting results.

What happened with TETRA Technologies’ (TTI) Tax Benefits Preservation Plan at the 2026 meeting?

Stockholders approved Amendment No. 1 to the company’s Tax Benefits Preservation Plan. Voting results showed 94,361,437 votes for, 7,490,191 against, 42,525 abstentions and 14,168,346 broker non-votes on this proposal.

Who is the Chair of the Board at TETRA Technologies (TTI) following the 2026 Annual Meeting?

Following the Annual Meeting, John F. Glick was reappointed as Chair of the Board. The company also reconstituted its Audit, Human Capital Management and Compensation, and Nominating, Governance and Sustainability committees with specified directors.

How were TETRA Technologies’ (TTI) board committees structured after the 2026 Annual Meeting?

After the meeting, the Audit Committee, Human Capital Management and Compensation Committee, and Nominating, Governance and Sustainability Committee were reconstituted, each with a named chair and specific directors assigned, including Christian A. Garcia, Thomas R. Bates, Jr., and Sharon B. McGee as committee chairs.

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