UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported) May 17, 2011
CARBO Ceramics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-15903 | 72-1100013 | |
| (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
Not Applicable
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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 17, 2011. 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 filed with the Securities and Exchange Commission on
April 1, 2011.
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 |
19,442,844 | 941,814 | 1,012,095 | |||||||||
James B. Jennings |
19,619,991 | 764,667 | 1,012,095 | |||||||||
Gary A. Kolstad |
20,103,470 | 281,188 | 1,012,095 | |||||||||
H.E. Lentz, Jr. |
19,777,879 | 606,779 | 1,012,095 | |||||||||
Randy L. Limbacher |
19,779,783 | 604,875 | 1,012,095 | |||||||||
William C. Morris |
19,759,158 | 625,500 | 1,012,095 | |||||||||
Robert S. Rubin |
19,722,721 | 661,937 | 1,012,095 | |||||||||
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 2011 were as follows:
| For | Against | Abstentions | ||
21,318,823
|
72,877 | 5,053 |
Proposal 3: 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 | |||
| 19,361,797 | 278,908 | 743,953 | 1,012,095 |
Proposal 4: Advisory vote on the frequency of future advisory votes on the compensation of the
named executive officers
Voting results with respect to the frequency of future advisory votes on the compensation of
the named executive officers were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 17,942,352 | 12,993 | 1,699,283 | 730,030 | 1,012,095 |
In light of this vote, the Company has determined that it will include a stockholder advisory
vote on the compensation of its named executive officers in its proxy materials every year,
although the Company reserves the right to re-evaluate this decision at any time.
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 18, 2011 | ||||
| By: | /s/ Ernesto Bautista III | |||
| Ernesto Bautista III | ||||
| Vice President and Chief Financial Officer |
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