UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 |
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 | ||
Cover |
Apr. 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 23, 2024 |
| Entity File Number | 001-38035 |
| Entity Registrant Name | ProPetro Holding Corp. |
| Entity Central Index Key | 0001680247 |
| Entity Tax Identification Number | 26-3685382 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 303 W. Wall Street |
| Entity Address, Address Line Two | Suite 102 |
| Entity Address, City or Town | Midland |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 79701 |
| City Area Code | 432 |
| Local Phone Number | 688-0012 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | PUMP |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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