UNITED STATES

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

Date of report (Date of earliest event reported) January 2127, 2020

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-15903	72-1100013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

575 North Dairy Ashford, Suite 300
Houston, Texas		77079
(Address of Principal Executive Offices)		(Zip Code)

(281) 921-6400

(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 (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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

CRRT

N/A *

* On December 23, 2019, CARBO Ceramic Inc.’s common stock began trading on the OTCQB marketplace.

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 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~Audit~~January ~~Committee~~21, ~~(the~~2020, ~~“Audit Committee”) of~~ the Board of Directors (the “Board”) of CARBO Ceramics Inc. (the “Company”) ~~recently~~approved ~~completed an evaluation process to select~~ the ~~Company’s~~material ~~independent~~terms ~~registered~~of ~~public~~a ~~accounting~~retention ~~firm~~program ~~for~~intended ~~the~~to ~~fiscal~~be ~~year~~offered ~~ending December 31~~to, ~~2020. The Audit Committee invited several firms to participate in that process~~ and, ~~following~~serve ~~review~~as ofa ~~proposals~~retention ~~received~~program ~~from firms that participated in that process~~for, ~~recommended~~certain tokey ~~the~~employees ~~Board, and on January 21, 2020~~ (the “~~Determination~~Key ~~Date~~Employee Retention Program”). ~~the~~The Board approved, the ~~engagement~~Key ofEmployee ~~Weaver~~Retention ~~and~~Program ~~Tidwell,~~in ~~L.L.P.~~recognition ~~(“Weaver”)~~of as the ~~Company’s~~demonstrated ~~independent~~work ~~registered~~and ~~public~~commitment ~~accounting~~of ~~firm for~~ the Company’s ~~fiscal~~key ~~year~~employees ~~ending~~and ~~December~~the ~~31,~~significant ~~2020,~~benefits ~~replacing~~to ~~Ernst~~the &Company ~~Young~~of ~~LLP~~retaining ~~(“EY”)~~such key employees.

~~The~~On ~~engagement~~January of27, ~~Weaver~~2020, as the Company’s ~~independent~~entered ~~registered~~into ~~public~~retention ~~accounting~~agreements ~~firm and~~ (the ~~dismissal~~“Retention ofAgreements”), EYconsistent ~~from~~with ~~such~~the ~~role~~material isterms ~~expected~~of tothe beretention ~~effective~~program, onwith orcertain ~~about~~key ~~the~~employees, ~~date~~including the ~~Company~~following ~~files~~members ~~its~~of ~~Annual~~the ~~Report~~Company’s onexecutive ~~Form~~management ~~10-K~~team ~~for~~ (the ~~year~~“Executives”): ~~ended~~(i) ~~December~~Mr. 31Gary Kolstad, ~~2019~~President, ~~with~~Chief ~~the~~Executive ~~Securities~~Officer and ~~Exchange~~Chairman ~~Commission~~of (the ~~“SEC”~~Board; (ii) ~~and~~Mr. ~~upon~~Ernesto ~~Weaver’s~~Bautista, ~~formal~~III, ~~acceptance~~Vice ofPresident ~~the~~and ~~engagement~~Chief ~~pending~~Financial ~~its~~Officer; ~~receipt~~and of(iii) ~~the~~Mr. ~~internal~~Don ~~approvals~~Conkle, ~~necessary~~Vice atPresident ~~that~~of ~~time~~Marketing and Sales.

~~The~~Each ~~reports~~Retention Agreement provides for a lump sum cash payment of EYa onone-time retention bonus to the ~~audited~~Executive ~~consolidated~~as ~~financial~~soon ~~statements~~as practicable following the Executive’s execution of the ~~Company~~Retention ~~for~~Agreement in the ~~years~~amount ~~ended~~of: ~~December~~50% ~~31,~~of ~~2018~~the ~~and~~current ~~2017~~annualized ~~did~~base ~~not~~salary ~~contain~~for anthe ~~adverse~~applicable ~~opinion~~Executive or(the a“Retention ~~disclaimer~~Bonus”). If ofan ~~opinion~~Executive’s ~~and~~employment ~~were~~is ~~not~~terminated ~~qualified~~by the Company for “cause” or ~~modified~~the Executive resigns without “good reason” (each term as todefined ~~uncertainty~~in the Retention Agreement), ~~audit~~in ~~scope~~either case, orbefore ~~accounting~~specified ~~principles~~future events set forth in the Retention Agreement, the Executive will be required to repay to the Company an amount equal to the Retention Bonus.

~~During~~Each ~~the~~Retention ~~years~~Agreement ~~ended~~includes ~~December~~a ~~31,~~general ~~2018~~release ~~and~~of ~~2017,~~claims ~~and~~in ~~through~~favor ~~the Determination Date, there were no disagreements with EY on any matter~~ of ~~accounting~~the ~~principles~~Company orand ~~practices,~~its ~~financial~~affiliates ~~statement~~as ~~disclosures,~~a orcondition ~~auditing scope or procedure, which disagreement(s), if not resolved~~ to ~~the~~payment ~~satisfaction~~ of ~~EY,~~the ~~would~~retention ~~have~~bonus ~~caused~~and ita torequirement ~~make~~that ~~reference thereto in its reports on~~ the ~~audited~~Executive ~~consolidated~~comply ~~financial~~with ~~statements~~certain ofrestrictive ~~the Company for such years~~covenants.

~~Pursuant~~The toforegoing ~~Item~~description ~~304(a)(3)~~ of ~~Regulation S-K,~~ the ~~Company~~Retention ~~provided~~Agreements EYdoes ~~with~~not apurport ~~copy~~to ofbe ~~the~~complete ~~disclosures~~and it is ~~making~~qualified ~~herein~~in ~~and~~its ~~requested~~entirety ~~that~~by EYreference ~~furnish the Company with a letter addressed~~ to the ~~SEC~~full ~~stating~~terms ~~whether~~and itconditions ~~agrees~~of ~~with~~ the ~~above~~form ~~statements. A copy~~ of ~~EY’s~~Retention ~~letter~~Agreement tothat ~~the~~is ~~SEC~~filed ~~dated~~with ~~January~~this ~~27,~~Form ~~2020~~8-K ~~is attached~~ as Exhibit 1610.1 toand ~~this~~incorporated ~~Current~~in ~~Report~~this onItem ~~Form~~5.02 ~~8-K~~by reference.

During the years ended December 31, 2018 and 2017, and through the Determination Date, neither the Company, nor anyone on its behalf, consulted Weaver regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the audited consolidated financial statements of the Company, and no written report was provided to the Company nor oral advice was provided that Weaver concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
16.1		Letter from Ernst & Young LLP, dated January 27, 2020.
10.1		Form of Retention Agreement.

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: January 27, 2020
	By:	/s/ Ernesto Bautista III
		Ernesto Bautista III
		Vice President and Chief Financial Officer

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