UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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~~June 913, 2025

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35504

61-1488595

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10344 Sam Houston Park Drive

Suite 300

Houston

77064

(Address of Principal Executive Offices)

(Zip Code)


281			949-2500

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FET

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~described~~June ~~under Item 5.07 below~~13, ~~on May 9,~~ 2025, ~~stockholders approved~~ the ~~Third~~Board ~~Amendment~~of ~~(the~~Directors ~~“Plan Amendment”) to the Second Amended and Restated 2016 Stock and Incentive Plan~~ (the “~~2016 Plan~~Board” ~~and, as amended by the Plan Amendment, the “Amended 2016 Plan”~~) of Forum Energy Technologies, Inc. (the “Company”). ~~The~~set ~~Plan~~the ~~Amendment~~size ~~increased~~of the ~~number~~Board ofto ~~shares~~nine ~~that~~members ~~may~~and beappointed ~~granted~~Messrs. ~~under~~Aron ~~the~~H. ~~2016~~Marquez ~~Plan~~and byMark ~~600,000 shares~~W. ASmith, ~~summary~~as members of the ~~Amended~~Board. ~~2016~~Mr. ~~Plan~~Marquez iswas ~~contained~~appointed inas ~~the~~a ~~Company’s~~Class ~~definitive~~III ~~proxy~~director ~~statement~~with ~~(the~~a ~~“Proxy~~term ~~Statement”)~~expiring ~~relating~~at to the ~~2025~~2027 Annual Meeting of Stockholders ~~(the~~and ~~“2025~~will ~~Annual~~serve ~~Meeting”),~~ as ~~filed~~a ~~with~~member of the ~~U.S.~~Nominating, ~~Securities~~Governance & Sustainability Committee, and ~~Exchange~~the ~~Commission~~Compensation ~~(“SEC”)~~& onHuman ~~March~~Capital ~~28,~~Committee. ~~2025,~~Mr. ~~under~~Smith ~~the~~was ~~heading~~appointed ~~“Proposal~~as 4:a ~~Approval~~Class ofI andirector ~~Amendment~~with toa ~~Our~~term ~~Second~~expiring ~~Amended~~at ~~and~~the ~~Restated~~2028 ~~2016~~Annual ~~Stock~~Meeting of Stockholders and ~~Incentive~~will ~~Plan~~serve toas ~~Increase~~a member of the ~~Number~~Audit ofCommittee ~~Shares~~and ~~Available~~Compensation ~~for~~& ~~Issuance~~Human ~~Thereunder~~Capital Committee.”

~~The~~Messrs. ~~foregoing~~Marquez ~~description~~and ofSmith have entered into the ~~Amended~~Company’s ~~2016~~standard ~~Plan~~form ~~does~~indemnification ~~not~~agreement. ~~purport~~In toaddition, beMessrs. ~~complete~~Marquez and isSmith ~~qualified~~will inreceive ~~its~~compensation ~~entirety~~consistent bywith ~~reference~~that provided to the ~~full~~Company’s ~~text~~other non-employee directors, including an award of ~~the~~restricted ~~Amended~~stock ~~2016~~equal ~~Plan~~to approximately $75,000. aThere ~~copy~~is no arrangement or understanding between either of Messrs. Marquez or Smith and any other persons pursuant to which iseither ~~filed~~person was selected as ~~Exhibit~~a 10director.1 ~~hereto~~The ~~and~~Company ~~incorporated~~is ~~herein~~not byaware ~~reference~~of any transaction in which either of Messrs. Marquez or Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 below, on May 9, 2025, stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock (the “Charter Amendment”), as described in the Proxy Statement.

The Charter Amendment became effective upon the filing of a Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) with the Secretary of State of the State of Delaware on May 12, 2025.

The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

The 2025 Annual Meeting was held on May 9, 2025. Each of the proposals presented at the 2025 Annual Meeting is more fully described in the Proxy Statement. The results of the matters voted on at the 2025 Annual Meeting are as follows:

1.Election of Directors. The following individuals were elected as Class I directors to the Company’s Board of Directors (the “Board”) for a term of three years, each to serve until the 2028 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:

Nominee	For	Withheld	Broker Non-Votes
Leslie A. Beyer	7,329,174	155,491	2,945,362
Louis A. Raspino, Jr.	7,176,717	307,948	2,945,362

2.Approval of Executive Compensation. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:

									Votes Cast
For									6,858,861
Against									604,145
Abstentions									21,659
Broker Non-Votes									2,945,362

3.Frequency of Non-Binding Vote on Executive Compensation. The proposal on the frequency with which the Company will hold an advisory vote on the compensation of its named executive officers, or “say-on-pay” votes, received the following votes:

									Votes Cast
1 Year									6,956,356
2 Years									2,470
3 Years									524,514
Abstentions									1,325
Broker Non-Votes									2,945,362

In accordance with the results of this advisory vote, the Company intends to hold future advisory “say-on-pay” votes annually until it holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.

4.Approval of an Amendment to the Company’s Second Amended and Restated 2016 Stock and Incentive Plan. Stockholders approved the Plan Amendment:

									Votes Cast
For									7,160,329
Against									317,608
Abstentions									6,728
Broker Non-Votes									2,945,362

5.Approval of an Amendment to the Company’s Third Amended and Restated Certificate of Incorporation. Stockholders approved the Charter Amendment to increase the Company’s authorized shares of common stock:

									Votes Cast
For									10,237,423
Against									190,471
Abstentions									2,133
Broker Non-Votes									—

6.Ratification of Auditors. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025:

									Votes Cast
For									10,412,039
Against									17,667
Abstentions									320
Broker Non-Votes									—

Item 7.01 Regulation FD Disclosure.

On May 12, 2025, the Company issued a press release announcing the appointment of Mr. Michael McShane to serve as non-executive Chairman of the Board. Mr. McShane has served as Lead Independent Director of the Board since 2018 and a director since 2010. He succeeds Mr. C. Christopher Gaut, who announced his retirement after over 20 years of service on the Board.

A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Title or Description
3.1						Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc. filed on May 12, 2025.
10.1						Second Amended and Restated 2016 Stock and Incentive Plan, as amended through May 9, 2025.
99.1						Press Release, dated May 12, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~SIGNATURES~~SIGNATURE

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.

Date: May 13, 2025

FORUM ENERGY TECHNOLOGIES, INC.

Date: June 16, 2025

FORUM ENERGY TECHNOLOGIES, INC.

/s/ John C. Ivascu

John C. Ivascu

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Filing Compare · FORUM ENERGY TECHNOLOGIES, INC.