Item 5.03 Submission of Matters to a Vote of Security Holders.
On May 10, 2023, the shareholders of ChampionX Corporation (the “Company”) approved the Second Amended and Restated Certificate of Incorporation to (i) adopt majority voting for directors in uncontested elections, (ii) provide for exculpation of corporate officers as permitted by Delaware law, and (iii) require claims brought under the Securities Act of 1933 (the “Securities Act”) be brought only in federal court.
The Board of Directors of the Company also approved Amended and Restated By-Laws of the Company, effective May 10, 2023, to provide for majority voting in uncontested elections of directors and plurality voting in contested elections.
A copy of the approved Second Amended and Restated Certificate of Incorporation, and a copy of the Amended and Restated By-Laws effective May 10, 2023 are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)-(b) The Company’s 2023 Annual Meeting was held on May 10, 2023. Holders of an aggregate of 197,961,521 shares of the Company’s common stock at the close of business on March 13, 2023 were entitled to vote at the meeting, of which 190,865,365, or approximately 96% of the eligible voting shares, were represented in person or by proxy. The final results of the matters voted upon at the meeting, which are more fully described in the Company’s proxy statement, are as follows:
1.The nine directors nominated to the Board to serve as directors until the Company’s 2024 annual meeting of shareholders were elected:
| | | | | | | | | | | | | | |
| Nominee | For | Withheld | Broker Non-Vote |
| Heidi S. Alderman | 184,020,833 | 1,189,405 | 5,655,127 |
| Mamatha Chamarthi | 184,023,872 | 1,186,366 | 5,655,127 |
| Carlos A. Fierro | 185,038,858 | 171,380 | 5,655,127 |
| Gary P. Luquette | 181,252,471 | 3,957,767 | 5,655,127 |
| Elaine Pickle | 185,035,224 | 175,014 | 5,655,127 |
| Stuart Porter | 184,028,035 | 1,182,203 | 5,655,127 |
| Daniel W. Rabun | 179,386,152 | 5,824,086 | 5,655,127 |
| Sivasankaran Somasundaram | 184,010,212 | 1,200,026 | 5,655,127 |
| Stephen M. Todd | 183,868,414 | 1,341,824 | 5,655,127 |
2.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to adopt majority voting for directors in uncontested elections was approved:
| | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 185,114,067 | 66,414 | 29,757 | 5,655,127 |
3.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law was approved:
| | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 149,659,579 | 35,404,446 | 146,213 | 5,655,127 |
4.The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to require claims brought under the Securities Act be brought only in federal court was approved:
| | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 162,968,555 | 22,099,267 | 142,416 | 5,655,127 |
5.The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified:
| | | | | | | | | | | |
| For | Against | Abstain |
| 190,698,030 | 62,809 | 104,526 |
6.The compensation of the Company’s named executive officers for 2022 (“Say-on-Pay”) was approved on an advisory basis:
| | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 181,713,634 | 3,344,546 | 152,058 | 5,655,127 |
7.The advisory vote on the frequency of future Say-on-Pay votes was approved in favor of a one-year frequency:
| | | | | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote |
| 181,647,116 | 29,307 | 3,422,824 | 110,991 | 5,655,127 |
(d) In light of the results of the advisory vote on the frequency of future Say-on-Pay votes, the Board determined that an advisory vote on our executive compensation will be held annually until the next vote on the frequency of such votes.