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): April 23, 2024

 

 

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-38035	26-3685382
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

303 W. Wall Street, Suite 102 Midland, TX		79701
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (432) 688-0012

 

 

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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PUMP	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

At ProPetro Holding Corp.’s (the “Company”) 2024 Annual Meeting of Stockholders (the “Annual Meeting”), on April 23, 2024, the Company’s stockholders elected each of the Company’s nine director nominees to serve until the Company’s 2025 Annual Meeting of Stockholders. Further, the Company’s stockholders approved on an advisory basis the compensation paid to the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 21, 2024. In addition, the Company’s stockholders approved the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The final results of the voting on each matter of business at the Annual Meeting are as follows:

 

Proposal 1 – Election of Directors.

 

NOMINEES		FOR		WITHHOLD		BROKER NON-VOTES
Samuel D. Sledge		94,361,948		1,108,552		4,808,480
Phillip A. Gobe		89,758,523		5,711,977		4,808,480
Spencer D. Armour III		87,026,445		8,444,055		4,808,480
Mark S. Berg		90,050,859		5,419,641		4,808,480
Anthony J. Best		94,589,498		881,002		4,808,480
Michele Vion		92,037,375		3,433,125		4,808,480
Mary P. Ricciardello		92,808,495		2,662,005		4,808,480
G. Larry Lawrence		94,839,332		631,168		4,808,480
Jack B. Moore		83,520,158		11,950,342		4,808,480

 

Proposal 2 – Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
93,615,569		1,776,586		78,342		4,808,483

 

Proposal 3 – Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

FOR		AGAINST		ABSTAIN
99,094,202		872,811		311,967

 

 

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.

 

	PROPETRO HOLDING CORP.
Date: April 26, 2024	By:	/s/ John J. Mitchell
		John J. Mitchell
		General Counsel and Corporate Secretary