ChampionX Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-07-16: Form 8-K; Period of report 2025-07-16; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2025-06-10: Form 8-K; Period of report 2025-06-10; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2025-04-29: Form 8-K; Period of report 2025-04-29; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-02-25: Form 8-K; Period of report 2025-02-24; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-07-16 | 8-K | 2025-07-16 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On the Closing Date, in connection with the consummation of the Merger, ChampionX terminated and repaid in full all outstanding obligations due under the Amended and Restated Credit Agreement, dated as of June 7, 2022, by and among, inter alios, ChampionX, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ChampionX Credit Agreement”). 2.01 As described in the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference, pursuant to the terms of the Merger Agreement, the Merger was completed on the Closing Date. 3.01 As a result of the transactions described in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K, which are incorporated herein by reference, on July 16, 2025, in connection with the closing of the Merger, ChampionX notified The Nasdaq Stock Market LLC (“Nasdaq”) that (i) the Certificate of Merger relating to the Merger (the “Certificate of Merger”) had been filed with the Secretary of State of the State of Delaware and (ii) that the Merger had been consummated and requested that Nasdaq suspend trading of the ChampionX Common Stock and delist the ChampionX Common Stock prior to the opening of trading on the Closing Date. 3.03 As a result of the Merger, at the Effective Time, holders of ChampionX Common Stock immediately before the Merger ceased to have any rights as stockholders of ChampionX, other than their rights, if any such rights exist, to (i) receive Merger Consideration in accordance with the terms of the Merger Agreement and (ii) receive the regular quarterly dividend of $0.095 per share of ChampionX Common Stock, par value $0.01 per share, to be paid on July 25, 2025 previously declared by ChampionX on May 8, 2025, provided that such holder of ChampionX Common Stock was also a shareholder of record as of the July 3, 2025 record date. 5.01 Pursuant to the terms of the Merger Agreement, at the Effective Time, upon completion of the Merger, ChampionX became an indirect wholly owned subsidiary of SLB and, accordingly, a change of control of ChampionX occurred. 5.02 In connection with the consummation of the Merger, and as of the Effective Time, pursuant to the terms of the Merger Agreement, Daniel W. Rabun, Heidi S. Alderman, Mamatha Chamarthi, Carlos A. Fierro, Gary P. Luquette, Elaine M. Pickle, Stuart D. Porter and Sivasankaran Somasundaram, each a director of ChampionX as of immediately prior to the Effective Time, resigned from the board of directors of ChampionX (including from all of the committees thereof). 5.03 In connection with the consummation of the Merger, on the Closing Date, ChampionX filed the Certificate of Merger with the Secretary of State of the State of Delaware. | d46362d8k.htm |
| 2025-06-10 | 8-K | 2025-06-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a)-(b) The Company’s 2025 Annual Meeting was held on June 10, 2025. | championx-20250610.htm |
| 2025-04-29 | 8-K | 2025-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2025, ChampionX Corporation issued a news release announcing its financial results for the quarter ended March 31, 2025. | championx-20250429.htm |
| 2025-02-25 | 8-K | 2025-02-24 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On February 25, 2025, ChampionX issued a press release announcing that it has entered into the Purchase Agreement. | d846941d8k.htm |
| 2025-02-04 | 8-K | 2025-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2025, ChampionX Corporation (the "Company") issued a news release announcing its financial results for the quarter and year ended December 31, 2024. | championx-20250204.htm |
| 2024-12-27 | 8-K | 2024-12-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on April 2, 2024, ChampionX Corporation (“ChampionX” or the “Company”) entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Schlumberger Limited, a Curaçao corporation (“SLB”), Sodium Holdco, Inc., a Delaware corporation and indirect wholly owned subsidiary of SLB (“Sodium US”), and Sodium Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SLB and Sodium US (“Merger Sub”), pursuant to which Merger Sub will be merged with and into ChampionX (the “Merger”) , with ChampionX surviving the Merger as an indirect wholly owned subsidiary of SLB. | d822065d8k.htm |
| 2024-10-23 | 8-K | 2024-10-23 | 2.02 Results of Operations and Financial Condition | 2.02 On October 23, 2024, ChampionX Corporation issued a news release announcing its financial results for the quarter ended September 30, 2024. | championx-20241023.htm |
| 2024-07-24 | 8-K | 2024-07-24 | 2.02 Results of Operations and Financial Condition | 2.02 On July 24, 2024, ChampionX Corporation issued a news release announcing its financial results for the quarter ended June 30, 2024. | championx-20240724.htm |
| 2024-06-18 | 8-K | 2024-06-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 18, 2024, ChampionX Corporation (“ChampionX”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2, 2024, by and among ChampionX, Schlumberger Limited (“SLB”), Sodium Holdco, Inc. (“Holdco”), and Sodium Merger Sub, Inc. (“Merger Sub”), pursuant to which SLB will acquire ChampionX in an all-stock transaction by means of a merger of Merger Sub with and into ChampionX (the “Merger”), with ChampionX surviving the Merger as an indirect wholly owned subsidiary of SLB. | d761160d8k.htm |
| 2024-05-17 | 8-K | 2024-05-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a)-(b) The Company’s 2024 Annual Meeting was held on May 15, 2024. | championx-20240515.htm |
| 2024-04-24 | 8-K | 2024-04-24 | 2.02 Results of Operations and Financial Condition | 2.02 On April 24, 2024, ChampionX Corporation issued a news release announcing its financial results for the quarter ended March 31, 2024. | championx-20240424.htm |
| 2024-04-03 | 8-K/A | 2024-04-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 2, 2024, ChampionX entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Schlumberger Limited, a Curaçao corporation (“SLB”), Sodium Holdco, Inc., a Delaware corporation and indirect wholly owned subsidiary of SLB, (“Sodium US”), and Sodium Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SLB and Sodium US (“Merger Sub”), pursuant to which Merger Sub will be merged with and into ChampionX (the “Merger”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with ChampionX surviving the Merger as an indirect wholly owned subsidiary of SLB. 8.01 On April 2, 2024, SLB and ChampionX issued a joint press release regarding the matters described in Item 1.01 of this Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. | d811600d8ka.htm |
| 2024-04-02 | 8-K | 2024-04-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 2, 2024, ChampionX Corporation, a Delaware corporation, (“ChampionX”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Schlumberger Limited, a Curaçao corporation (“SLB”), Sodium Holdco, Inc., a Delaware corporation and indirect wholly owned subsidiary of SLB, (“Sodium US”), and Sodium Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SLB and Sodium US (“Merger Sub”), pursuant to which Merger Sub will be merged with and into ChampionX (the “Merger”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with ChampionX surviving the Merger as an indirect wholly owned subsidiary of SLB. 8.01 On April 2, 2024, SLB and ChampionX issued a joint press release regarding the matters described in Item 1.01 of this Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. | d817351d8k.htm |
| 2024-02-21 | 8-K | 2024-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 15, 2024, the Board of Directors of ChampionX Corporation (the “Company”) approved the ChampionX Corporation Amended and Restated Senior Executive Change-in-Control Severance Plan (the “Amended CIC Severance Plan”), which became effective as of February 15, 2024. | tm246739d1_8k.htm |
| 2024-02-05 | 8-K | 2024-02-05 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 5, 2024, ChampionX Corporation (the "Company") issued a news release announcing its financial results for the quarter and year ended December 31, 2023. 8.01 On February 5, 2024, the Company announced that its Board of Directors (“Board”) approved an increase in the Company’s share repurchase program (the “Share Repurchase Program”) of $750 million with the aggregate value of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) that may be purchased under the Share Repurchase Program now $1.5 billion. | championx-20240205.htm |
| 2023-10-24 | 8-K | 2023-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2023, ChampionX Corporation issued a news release announcing its financial results for the quarter ended September 30, 2023. | championx-20231024.htm |
| 2023-10-03 | 8-K | 2023-09-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. | championx-20230929.htm |
| 2023-07-24 | 8-K | 2023-07-24 | 2.02 Results of Operations and Financial Condition | 2.02 On July 24, 2023, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended June 30, 2023. | championx-20230724.htm |
| 2023-05-11 | 8-K | 2023-05-10 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 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. 5.07 (a)-(b) The Company’s 2023 Annual Meeting was held on May 10, 2023. | championx-20230510.htm |
| 2023-04-24 | 8-K | 2023-04-24 | 2.02 Results of Operations and Financial Condition | 2.02 On April 24, 2023, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended March 31, 2023. | championx-20230424.htm |
| 2023-03-07 | 8-K | 2023-03-07 | 7.01 Regulation FD Disclosure | 7.01 ChampionX Corporation (the “Company”) will host its 2023 Investor Day on Tuesday, March 7, 2023 beginning at 1:00 p.m. | championx-20230307.htm |
| 2023-02-16 | 8-K | 2023-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On February 15, 2023, Stephen K. Wagner, an independent member of the board of directors (the “Board”) of ChampionX Corporation (the “Company”) informed the Board that he will retire, and not stand for re-election to the Board, at the Company’s annual meeting of shareholders in May 2023 (the “2023 Annual Meeting”). 7.01 On February 15, 2023, the Company issued a press release announcing the appointment of Ms. Pickle and Mr. Fierro to the Board, a copy of which is attached hereto as Exhibit 99.1. 8.01 On February 16, 2023, the Company announced that the Board had increased the quarterly cash dividend on the Company’s common stock, par value $0.01 per share (the “Common Stock”), to $0.085 per share. | championx-20230215.htm |
| 2023-02-01 | 8-K | 2023-02-01 | 2.02 Results of Operations and Financial Condition | 2.02 On February 1, 2023, ChampionX Corporation issued a news release announcing its financial results for the quarter and year ended December 31, 2022. | championx-20230201.htm |
| 2022-11-14 | 8-K | 2022-11-10 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 10, 2022, the Board of Directors (the “Board”) of ChampionX Corporation (the “Company”) adopted and approved, effective immediately, the amended and restated by-laws (as amended and restated, the “Amended and Restated By-laws”) of the Company. | a8-krestatedbylaws2022.htm |
| 2022-10-25 | 8-K | 2022-10-25 | 2.02 Results of Operations and Financial Condition | 2.02 On October 25, 2022, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended September 30, 2022. | championx-20221025.htm |
| 2022-07-26 | 8-K | 2022-07-26 | 2.02 Results of Operations and Financial Condition | 2.02 On July 26, 2022, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended June 30, 2022. | championx-20220726.htm |
| 2022-07-05 | 8-K | 2022-06-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. | championx-20220628.htm |
| 2022-06-08 | 8-K | 2022-06-07 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The information set forth in Item 1.01 is incorporated by reference into this Item 1.02. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 8.01 On June 7, 2022, the Company issued a press release announcing the refinance of its indebtedness under the Restated Credit Agreement. | championx-20220607.htm |
| 2022-05-13 | 8-K | 2022-05-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a)-(b) The Company's 2022 Annual Meeting was held on May 11, 2022. | championx-20220511.htm |
| 2022-04-26 | 8-K | 2022-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2022, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended March 31, 2022. | championx-20220426.htm |
| 2022-03-07 | 8-K | 2022-03-07 | 8.01 Other Events | 8.01 On March 7, 2022, ChampionX Corporation (the "Company") announced that its Board of Directors has approved a new $250 million share repurchase program ("2022 Share Repurchase Program"). | championx-20220307.htm |
| 2022-02-09 | 8-K | 2022-02-09 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 9, 2022, ChampionX Corporation issued a news release announcing its financial results for the quarter and year ended December 31, 2021. 8.01 On February 9, 2022, ChampionX Corporation (the "Company") announced that its Board of Directors (the "Board") has authorized a dividend program under which the Company intends to pay a regular quarterly cash dividend of $0.075 per share on the Company’s common stock, par value $0.01 per share. | championx-20220209.htm |
| 2021-10-27 | 8-K | 2021-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2021, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended September 30, 2021. | championx-20211027.htm |
| 2021-07-28 | 8-K | 2021-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2021, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended June 30, 2021. | championx-20210728.htm |
| 2021-05-13 | 8-K | 2021-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) As described in Item 5.07 below, on May 12, 2021, at the 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) of ChampionX Corporation (the “Company” or “ChampionX”), shareholders approved the Company’s Amended and Restated 2018 Equity and Cash Incentive Plan (the “Restated Plan”). 5.07 (a)-(b) The Company's 2021 Annual Meeting was held on May 12, 2021. | championx-20210512.htm |
| 2021-04-28 | 8-K | 2021-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2021, ChampionX Corporation issued a news release announcing its preliminary financial results for the quarter ended March 31, 2021. | championx-20210428.htm |
| 2021-04-27 | 8-K | 2021-04-27 | 7.01 Regulation FD Disclosure | 7.01 On April 27, 2021, ChampionX Corporation (the “Company”) delivered a notice of partial redemption to the holders of its 6.375% Notes due 2026 (the “Notes”) providing for the redemption of $55.0 million aggregate principal amount of the Notes on May 7, 2021 (the “Redemption Date”), at a redemption price equal to 104.781% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on such Notes to, but not including, the Redemption Date. | championx-20210427.htm |
| 2021-03-22 | 8-K | 2021-03-22 | 7.01 Regulation FD Disclosure | 7.01 On March 22, 2021, ChampionX Corporation (the "Company"), will be participating in the Simmons Energy 21st Annual Energy Conference. | championx-20210322.htm |
| 2021-02-24 | 8-K | 2021-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2021, ChampionX Corporation issued a news release announcing its financial results for the quarter and year ended December 31, 2020. | championx-20210223.htm |
| 2021-01-21 | 8-K | 2021-01-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) and (c) On January 19, 2021, ChampionX Corporation (the “Company”) announced that, on January 15, 2021, Jay A. Nutt informed the Board of Directors of the Company (the “Board”) that he would be retiring as Senior Vice President and Chief Financial Officer of the Company, effective as of February 1, 2021. | d76490d8k.htm |
| 2020-12-21 | 8-K | 2020-12-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On December 18, 2020, ChampionX Corporation (the "Company"), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of the Company's common stock, par value $0.01 per share (the "Common Stock"), from the New York Stock Exchange ("NYSE") and transfer the listing to The Nasdaq Global Select Market ("Nasdaq"). 7.01 The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to Nasdaq. | championx-20201218.htm |
| 2020-10-29 | 8-K | 2020-10-28 | 9.01 Financial Statements and Exhibits | a20200930-chxearningsr.htm | |
| 2020-08-06 | 8-K | 2020-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2020, ChampionX Corporation issued a news release announcing its preliminary financial results for the fiscal quarter ended June 30, 2020. | a2020630-q22020apyearn.htm |
| 2020-06-04 | 8-K | 2020-06-03 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On the Closing Date, the Merger was consummated pursuant to the Merger Agreement and the Separation Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 5.02 Effective as of the Effective Time on the Closing Date, the Company’s board of directors elected Deric Bryant to serve as Senior Vice President and Chief Operating Officer of the Company and Antoine Marcos to serve as Vice President, Corporate Controller and Chief Accounting Officer of the Company. 5.03 On the Closing Date, in connection with the consummation of the Merger, the Company amended its certificate of incorporation to reflect the Name Change. 5.05 Effective as of the Effective Time, in connection with the Merger, the board of directors adopted a revised Code of Business Conduct and Ethics for all officers and employees of the Company. 8.01 On the Closing Date, the Company issued a press release announcing the consummation of the Merger, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | d857405d8k.htm |
| 2020-05-28 | 8-K | 2020-05-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 (a)-(b) On December 19, 2019, Apergy Corporation (the “Company” or “Apergy”) announced that it had entered into an Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019 (the “Merger Agreement”), by and among the Company, Athena Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Ecolab Inc. (“Ecolab”) and ChampionX Holding Inc., a wholly owned subsidiary of Ecolab (“Newco”). 8.01 On May 28, 2020, the Company issued a press release announcing the results of the vote at the Special Meeting, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | a8-kspecialmeeting.htm |
| 2020-05-22 | 8-K | 2020-05-22 | 8.01 Other Events | 8.01 On February 12, 2020, Apergy Corporation (“Apergy”) filed a registration statement on Form S-4 (File No. 333-236379) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed acquisition of the upstream energy business of Ecolab Inc. (“Ecolab”) by Apergy pursuant to an Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019 (as the same may be amended from time to time, the “Merger Agreement,” and the transactions contemplated therein, the “Transactions”), by and among Apergy, Ecolab, ChampionX Holding Inc., a wholly owned subsidiary of Ecolab (“ChampionX”) and Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy (“Merger Sub”). | d937637d8k.htm |
| 2020-05-19 | 8-K | 2020-05-19 | 8.01 Other Events | 8.01 On May 14, 2020, Apergy Corporation issued a press release announcing the details of a conference call to be conducted via live webcast on May 18, 2020, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. | d934565d8k.htm |
| 2020-05-18 | 8-K | 2020-05-18 | 8.01 Other Events | 8.01 As previously disclosed, on December 18, 2019, Ecolab Inc. (“Ecolab”), ChampionX Holding Inc., currently a wholly owned subsidiary of Ecolab (“ChampionX”), Apergy Corporation (“Apergy”) and Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy (“Merger Sub”) entered into the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), and Ecolab, ChampionX and Apergy entered into the Separation and Distribution Agreement (the “Separation Agreement”). | d934577d8k.htm |
| 2020-05-14 | 8-K | 2020-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) As described in Item 5.07 below, on May 12, 2020, at the 2020 Annual Meeting of Shareholders (“2020 Annual Meeting”) of Apergy Corporation (the “Company” or “Apergy”), shareholders approved the Company’s Amended and Restated 2018 Equity and Cash Incentive Plan (the “Restated Plan”). 5.07 (a)-(b) The Company's 2020 Annual Meeting was held on May 12, 2020. | a8-kannualmeeting2020.htm |
| 2020-05-04 | 8-K | 2020-05-04 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On May 4, 2020, Apergy Corporation (“Apergy”) has prepared investor materials for use in investor discussions (the “Apergy Investor Presentation”). 8.01 On May 4, 2020, Apergy issued a press release announcing the details of the Apergy Investor Presentation a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. | d925485d8k.htm |
| 2020-04-28 | 8-K | 2020-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2020, Apergy Corporation issued a news release announcing its preliminary financial results for the fiscal quarter ended March 31, 2020. | a2020331-q12020apyearn.htm |
| 2020-03-30 | 8-K | 2020-03-30 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 30, 2020, Apergy Corporation posted on its website a presentation regarding a Business and Transaction Update, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. 8.01 On March 30, 2020, Apergy Corporation issued a press release announcing the details of a conference call to be conducted via live webcast on March 31, 2020, a copy of which is filed as Exhibit 99.2 and is incorporated herein by reference. | d879322d8k.htm |
| 2020-03-24 | 8-K | 2020-03-23 | 7.01 Regulation FD Disclosure | 7.01 On March 23, 2020, Apergy Corporation issued a press release providing a business update, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. | d885348d8k.htm |
| 2020-02-25 | 8-K | 2020-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2020, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter and full year ended December 31, 2019. | a20191231-q42019apyear.htm |
| 2020-02-18 | 8-K | 2020-02-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 8.01 On December 20, 2019, the Company filed a Current Report on Form 8-K to report, among other things, the signing of the Merger Agreement and which included a description thereof. | d839554d8k.htm |
| 2020-02-12 | 8-K | 2020-02-11 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The information contained in Item 8.01 of this Current Report is incorporated herein by reference. 8.01 Apergy Corporation ("the Company") is filing this Current Report on Form 8-K to update certain financial information included in its Annual Report on Form 10-K for the year ended December 31, 2018, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, for the correction of immaterial errors related to: (i) the assessing and recording of liabilities for state sales tax and associated penalties and interest, primarily resulting in an understatement of our selling, general, and administrative expense and interest expense for the years ended December 31, 2018, 2017, and 2016, and for the three months ended March 31, 2019, three and six months ended June 30, 2019 and three and nine months ended September 30, 2019; (ii) the write-off of inventory and leased assets recorded during the third quarter of 2019, primarily resulting in an understatement of our cost of sales and services expense for the year ended December 31, 2018, and for the three months ended March 31, 2019, and three and six months ended June 30, 2019; and (iii) other previously identified amounts that the Company concluded are immaterial to our previously filed consolidated financial statements. | a2020129-revision.htm |
| 2019-12-20 | 8-K | 2019-12-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 18, 2019, Apergy Corporation (the “Company”), Athena Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Ecolab Inc. (“Ecolab”) and ChampionX Holding Inc. (“Newco”), a wholly owned subsidiary of Ecolab, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) pursuant to which the Company will combine with Ecolab’s upstream energy business (the “Newco Business”) in a Reverse Morris Trust transaction. | d852067d8k.htm |
| 2019-12-19 | 8-K | 2019-12-19 | 8.01 Other Events | 8.01 On December 19, 2019, Apergy Corporation (“Apergy”) and Ecolab Inc. (“Ecolab”) issued a joint press release announcing the execution of an Agreement and Plan of Merger and Reorganization, by and among Apergy, Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy, Ecolab and ChampionX Holding Inc., a wholly owned subsidiary of Ecolab. | d846989d8k.htm |
| 2019-11-15 | 8-K/A | 2019-10-23 | 2.02 Results of Operations and Financial Condition | 2.02 As previously disclosed, on October 23, 2019, Apergy Corporation (“the Company”) issued a news release announcing its financial results for the fiscal quarter ended September 30, 2019 (the “Q3 Earnings Release”). | d836373d8ka.htm |
| 2019-10-24 | 8-K | 2019-10-23 | 2.02 Results of Operations and Financial Condition | 2.02 On October 23, 2019, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter ended September 30, 2019. | a2019930-q32019apyearnings.htm |
| 2019-07-25 | 8-K | 2019-07-24 | 2.02 Results of Operations and Financial Condition | 2.02 On July 24, 2019, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter ended June 30, 2019. | a2019630-q22019apyearnings.htm |
| 2019-05-10 | 8-K | 2019-05-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Apergy Corporation (the “Company”) annual meeting of shareholders was held on May 9, 2019. | form8-k2019annualmeeting.htm |
| 2019-04-30 | 8-K | 2019-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2019, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter ended March 31, 2019. | a2019331-q12019apyearnings.htm |
| 2019-02-19 | 8-K | 2019-02-18 | 2.02 Results of Operations and Financial Condition | 2.02 On February 18, 2019, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter and full year ended December 31, 2018. | a20181231-q42018apyearning.htm |
| 2019-02-11 | 8-K | 2019-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 7, 2019, Apergy Corporation (the “Company”) announced that Sivasankaran Somasundaram, the President and Chief Executive Officer of the Company, will present at the Credit Suisse Energy Summit on February 13, 2019. | form8-k.htm |
| 2018-10-30 | 8-K | 2018-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2018, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter ended September 30, 2018. | a2018930-q32018apyearnings.htm |
| 2018-08-10 | 8-K | 2018-08-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 9, 2018, the Board of Directors of Apergy Corporation (the “Company”) appointed Mr. Michael White as the principal accounting officer (“PAO”) of the Company for purposes of the Company's filings with the Securities and Exchange Commission. | a20180808apergycaoappt.htm |
| 2018-07-26 | 8-K | 2018-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2018, Apergy Corporation issued a news release announcing its financial results for the fiscal quarter ended June 30, 2018. | a2018630-q22018apyearnings.htm |
| 2018-06-05 | 8-K | 2018-06-04 | 2.02 Results of Operations and Financial Condition | 2.02 On June 4, 2018, Apergy Corporation filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. | a20180331apergy8-k.htm |
| 2018-05-11 | 8-K | 2018-05-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On May 9, 2018, Apergy Corporation (“Apergy”) entered into definitive agreements with Dover Corporation, the parent and owner of 100% of Apergy’s common stock at that time (“Dover”), that, among other things, set forth the terms and conditions of the separation of Apergy from Dover (the “Separation”) and provide a framework for Apergy’s relationship with Dover after the Separation, including the allocation between Dover and Apergy of Dover’s and Apergy’s assets, employees, liabilities and obligations attributable to periods prior to, at and after the Separation. 2.03 The information set forth under “—Debt Financing for the Separation and Distribution” of Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.03 The information included under Item 5.03 of this Current Report on Form 8-K regarding the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws is incorporated by reference into this Item 3.03. 5.01 Apergy was a 100% owned subsidiary of Dover immediately prior to the Distribution. 5.03 Effective as of May 8, 2018, prior to the Distribution, the certificate of incorporation of Apergy was amended and restated (the “Amended and Restated Certificate of Incorporation”) and the bylaws of Apergy were amended and restated (the “Amended and Restated By-Laws”). 8.01 On May 9, 2018, Apergy issued a press release announcing the completion of the Distribution and the start of Apergy’s operations as an independent company. | d585200d8k.htm |
| 2018-05-07 | 8-K | 2018-05-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03 as if fully set forth herein. 8.01 In connection with the Spin-off, the Company expects to enter into a new credit agreement on the Effective Date governing the terms its new senior secured credit facilities, consisting of (i) a seven year senior secured term loan B facility (the “Term Loan Facility”) and (ii) an undrawn five-year senior secured revolving credit facility (the “Revolving Credit Facility,” together with the Term Loan Facility, the “Senior Secured Credit Facilities”), with Apergy as borrower and certain of its current and future wholly owned U.S. subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and the lenders from time to time party thereto. | d580437d8k.htm |
| 2018-04-25 | 8-K | 2018-04-19 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 19, 2018, the Company issued a press release announcing the pricing of the offering of the Notes. | d574521d8k.htm |