NYSE: TTI TETRA TECHNOLOGIES INC 8-K

TETRA TECHNOLOGIES stockholders approve all proposals at Annual Meeting, including tax plan

Filed May 26, 2026 · Period ending May 22, 2026 · ~1 min read

Key Changes

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Stockholders approved amendment to Tax Benefits Preservation Plan with 93% support, protecting company's ability to use net operating loss carryforwards and other tax attributes.

Item 5.07: Tax Plan verify on EDGAR →
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All eight director nominees elected to board with over 98% approval, including reappointment of John F. Glick as Board Chair.

Item 5.07: Directors verify on EDGAR →
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Executive compensation received 99% stockholder approval on advisory vote, indicating strong shareholder support for management pay practices.

Item 5.07: Say-on-Pay verify on EDGAR →
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Grant Thornton LLP ratified as independent auditor for fiscal 2026 with 99.8% approval.

Item 5.07: Auditor verify on EDGAR →

Summary

TETRA TECHNOLOGIES held its Annual Meeting on May 22, 2026, where stockholders voted on four proposals, all of which passed with strong support. The most material item was approval of an amendment to the company's Tax Benefits Preservation Plan, which received 93% stockholder support.

This plan protects the company's ability to utilize net operating loss carryforwards and other tax attributes that can reduce future tax obligations—a valuable asset for companies with historical losses.

The meeting also featured routine governance matters: all eight director nominees were elected with over 98% approval, executive compensation received a 99% advisory vote in favor, and Grant Thornton LLP was ratified as the 2026 auditor. Following the meeting, the board reconstituted its three committees with updated membership rosters, though leadership remained stable with John F. Glick continuing as Board Chair. For retail investors, this filing signals business-as-usual governance with no surprises or contested votes. The key item to monitor is how effectively management utilizes the tax benefits protected under the amended plan to improve cash flow and profitability in future quarters.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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TETRA TECHNOLOGIES held its Annual Meeting on May 22, 2026, electing eight directors and approving executive compensation, auditor, and tax plan.

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Added Tax Benefits Preservation Plan Amendment medium

Added in current filing · verify on EDGAR →

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

Stockholders approved an amendment to the Tax Benefits Preservation Plan with approximately 94.4 million votes in favor and 7.5 million against. This plan typically protects the company's ability to use net operating loss carryforwards and other tax attributes.

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Added Annual Meeting Results low

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The Annual Meeting was held on May 22, 2026.

TETRA TECHNOLOGIES held its Annual Meeting of stockholders on May 22, 2026. Four matters were voted upon: election of eight directors, advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor for fiscal year 2026, and approval of an amendment to the Tax Benefits Preservation Plan.

Added Director Elections low

Added in current filing · verify on EDGAR →

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

All eight director nominees were elected to the Board: Thomas R. Bates Jr., Christian A. Garcia, John F. Glick, Angela D. John, Sharon B. McGee, Brady M. Murphy, Julia A. Sloat, and Shawn D. Williams. Each received over 99 million votes in favor with minimal votes withheld.

Added Executive Compensation Approval low

Added in current filing · verify on EDGAR →

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

Stockholders approved executive compensation on a non-binding advisory basis with approximately 100.8 million votes in favor and only 1.1 million against, representing strong shareholder support for the company's compensation practices.

Added Auditor Ratification low

Added in current filing · verify on EDGAR →

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

Stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026 with overwhelming approval of approximately 115.8 million votes in favor.

Event · Item 8.01 — Other Events

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Board chair reappointed and committee memberships reconstituted following Annual Meeting; no material business impact disclosed.

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Added Board committee reconstitution low

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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

The company disclosed routine post-annual-meeting governance updates: John F. Glick continues as Board Chair, and three board committees were reconstituted with updated membership rosters. This is standard corporate housekeeping following shareholder meetings and does not signal any material change in strategy, operations, or financial condition.