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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
June 10, 2025
Date of Report (Date of earliest event reported)
ChampionX Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38441 | | 82-3066826 | |
| (State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
2445 Technology Forest Blvd
Building 4, 12th Floor
The Woodlands, Texas 77381
(Address of principal executive offices and zip code)
(281) 403-5772
(Registrant’s telephone number, including area code)
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | CHX | The Nasdaq Stock Market LLC |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)-(b) The Company’s 2025 Annual Meeting was held on June 10, 2025. Holders of an aggregate of 191,436,551 shares of the Company’s common stock at the close of business on April 24, 2025 were entitled to vote at the meeting, of which 171,970,988, or approximately 89.8% 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 eight directors nominated to the Board to serve as directors until the Company’s 2026 annual meeting of shareholders were elected:
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| Nominee | For | Against | Abstain | Broker Non-Vote |
| Heidi S. Alderman | 161,098,975 | 560,452 | 57,373 | 10,254,188 |
| Mamatha Chamarthi | 161,416,512 | 241,964 | 58,324 | 10,254,188 |
| Carlos A. Fierro | 161,423,675 | 234,655 | 58,470 | 10,254,188 |
| Gary P. Luquette | 160,622,916 | 1,034,915 | 58,969 | 10,254,188 |
| Elaine Pickle | 161,416,361 | 243,024 | 57,415 | 10,254,188 |
| Stuart Porter | 161,223,444 | 434,248 | 59,108 | 10,254,188 |
| Daniel W. Rabun | 157,663,868 | 3,991,892 | 61,040 | 10,254,188 |
| Sivasankaran Somasundaram | 161,407,310 | 242,505 | 66,985 | 10,254,188 |
2.The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified:
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| For | Against | Abstain |
| 171,286,490 | 620,528 | 63,970 |
3.The compensation of the Company’s named executive officers for 2024 was approved on an advisory basis:
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| For | Against | Abstain | Broker Non-Vote |
| 153,613,908 | 7,707,788 | 395,104 | 10,254,188 |
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.
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| | | ChampionX Corporation | |
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| Date: | June 10, 2025 | | By: | /s/ JULIA WRIGHT | |
| | | | Julia Wright | |
| | | | Senior Vice President, General Counsel and Secretary | |