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, 2012

 

 

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

  77024
(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))

 

 

 


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

CARBO Ceramics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2012. Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was originally filed with the Securities and Exchange Commission on April 4, 2012 and supplemented on May 3, 2012.

Proposal 1: Election of seven directors.

The seven individuals listed below were elected as directors of the Company at the Annual Meeting. Voting results for each director were as follows:

 

Names

   For      Withheld      Broker
Non-Votes
 

Sigmund L. Cornelius

     18,178,565         818,245         1,568,556   

James B. Jennings

     18,491,129         505,681         1,568,556   

Gary A. Kolstad

     18,783,255         213,555         1,568,556   

H.E. Lentz, Jr.

     18,174,691         822,119         1,568,556   

Randy L. Limbacher

     18,568,414         428,396         1,568,556   

William C. Morris

     18,512,920         483,890         1,568,556   

Robert S. Rubin

     18,406,526         590,284         1,568,556   

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Voting results with respect to the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012 were as follows:

 

For

   Against      Abstentions  

20,422,194

     138,653         4,519   

Proposal 3: Amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of common stock from 40,000,000 to 80,000,000

Voting results with respect to the amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of common stock from 40,000,000 to 80,000,000 were as follows:

 

For

   Against      Abstentions  

17,904,023

     2,573,883         87,460   

Proposal 4: Advisory vote on the compensation of the named executive officers

Voting results with respect to the advisory vote on the compensation of the named executive officers were as follows:

 

For

   Against      Abstentions      Broker Non-Votes  

18,068,886

     289,164         638,760         1,568,556   

 

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.

 

  CARBO CERAMICS INC.
Date: May 23, 2012    
  By:  

/s/ Ernesto Bautista III

    Ernesto Bautista III
    Vice President and
    Chief Financial Officer