8-K

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): February 22, 2019

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13455	74-2148293
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 367-1983

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):

☐ 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))

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

On February 25, 2019, TETRA Technologies, Inc. (“TETRA” or the “Company”) announced that on February 22, 2019 Stuart M. Brightman informed the Company that he intends to retire from his position as Chief Executive Officer of TETRA immediately following the Annual Meeting of TETRA stockholders on May 3, 2019.  Mr. Brightman has been nominated as a candidate for election as a director at the Annual Meeting.  It is anticipated that Mr. Brightman will continue as a non-executive employee of TETRA on terms to be agreed upon.  

Mr. Brightman also serves as the Chairman of the Board of CSI Compressco GP Inc., the general partner of CSI Compressco LP, one of TETRA’s consolidated subsidiaries and a publicly traded limited partnership. On February 22, 2019, Mr. Brightman also gave notice of his intent to retire from the board of CSI Compressco GP Inc. immediately following the Annual Meeting of TETRA stockholders.

TETRA also announced that it has appointed Brady M. Murphy as Chief Executive Officer, to be effective upon Mr. Brightman’s retirement from such position.  Mr. Murphy is the current President, Chief Operating Officer and a director of TETRA.

Brady M. Murphy, 59, has served as TETRA’s President and Chief Operating Officer since February 2018 and as a director since December 2018. Mr. Murphy also serves as a director of CSI Compressco GP Inc. Prior to joining TETRA, Mr. Murphy served as chief executive officer of Paradigm Group B.V., a private company focused on strategic technologies for the upstream energy industry, from January 2016 until February 2018. Mr. Murphy previously served at Halliburton for 34 years and held numerous international and North America positions, including senior vice president – global business development and marketing from 2012 to December 2015, senior vice president – business development Eastern Hemisphere, and senior vice president – Europe/Sub –Saharan Africa region. Mr. Murphy received his B.S. degree in Chemical Engineering from Pennsylvania State University and is an alumnus of Harvard Business School’s Advanced Management Program.

There are no arrangements or understandings between Mr. Murphy and any other person pursuant to which he was appointed.  There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Murphy and any of TETRA’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There is no transaction in which Mr. Murphy has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of TETRA’s news release relating to the foregoing is attached to this Current Report on Form 8-K and is incorporated by reference.  

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	News Release dated February 25, 2019 issued by TETRA Technologies, Inc.

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.

TETRA Technologies, Inc.
By:	/s/Bass C. Wallace, Jr.
	Bass C. Wallace, Jr.
	Senior Vice President and General Counsel

Date: February 25, 2019

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TETRA Technologies, Inc. Announces

Planned Retirement of Stuart M. Brightman as Chief Executive Officer and

Appointment of Brady M. Murphy as Chief Executive Officer

THE WOODLANDS, Texas, February 25, 2019 / PRNewswire/ -- TETRA Technologies, Inc. ("TETRA") (NYSE:TTI) announced today that Stuart M. Brightman, Chief Executive Officer and a director of TETRA, has advised the Board of Directors of his intent to retire from his role as Chief Executive Officer immediately following the Annual Meeting of TETRA stockholders on May 3, 2019.  In connection with Mr. Brightman’s planned retirement, the Board of Directors of TETRA has appointed Brady M. Murphy, as Chief Executive Officer, to be effective on Mr. Brightman’s retirement.  Mr. Murphy joined TETRA in February of 2018 and is currently President, Chief Operating Officer, and a director of TETRA.

William D. Sullivan, Chairman of the Board of TETRA, said, “The Board thanks Stu for his commitment, leadership and many contributions to TETRA over his 14 years with TETRA.  It has been a pleasure to work with Stu, and we are pleased that Stu will continue to be involved with TETRA in a non-executive role.  Stu has served as TETRA’s Chief Executive Officer for almost 10 years.  Over that time he has lead and impacted many important changes.  As a result, we believe TETRA is well positioned to grow and deliver value into the future.  It is our pleasure to congratulate Stu on his outstanding career, and his planned retirement.  One of Stu’s key contributions is the development of TETRA’s current senior leadership team.  We have enjoyed working with Brady this past year.  His leadership and extensive experience have had a positive impact on TETRA, and we are confident Brady will provide strong and effective leadership for TETRA’s future.  We anticipate a smooth transition for Brady into his new role, and we look forward to working with Brady and the leadership team going forward.”

Mr. Brightman said, “It has been an honor to serve as TETRA’s CEO over the past 10 years.  I want to thank our Board, executive team and all our employees for their full support.  I am confident that under Brady’s leadership TETRA will continue to create value for its stakeholders, leveraging the strength of our portfolio of businesses and exceptional employees.”

Mr. Brightman has been nominated for election to TETRA’s Board of Directors for an additional one year term, from May 2019 to May 2020.  Mr. Brightman will continue as a non-executive employee, and will be available to support the board and management in an advisory role.

Since May 2014, Mr. Brightman has also been the Executive Chairman of the Board of CSI Compressco GP Inc. (“CCGP”), the general partner of CSI Compressco LP (NASDAQ: CCLP), a partially owned subsidiary of TETRA.  
Mr. Brightman has also advised of his intent to retire from the board of CCGP after the 2019 Annual Meeting of the TETRA stockholders.  It is anticipated that Mr. Murphy will be named Executive Chairman of the Board of CSI Compressco GP Inc at that time.  Mr. Murphy has been a member of the CCGP Board since February 21, 2018.

Company Overview

TETRA is a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, production well testing, and compression services and equipment.  TETRA owns an equity interest, including all of the general partner interest, in CSI Compressco LP (NASDAQ:CCLP), a master limited partnership.  Visit TETRA’s website at www.tetratec.com.

Investor Contact

Stuart M. Brightman, CEO

TETRA Technologies, Inc.

The Woodlands, Texas

Phone: 281.367.1983

www.tetratec.com