ProFrac Holding Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
ProFrac Holding Corp. (the “Company”) held its annual meeting of stockholders on May 28, 2025, and the Company’s stockholders of record were asked to consider and act upon four (4) proposals.
The first proposal was the election of six (6) individuals to serve on the board of directors of the Company for one-year terms, until the 2026 annual meeting of stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. All six (6) director nominees were elected as follows:
Proposal No. 1
| Nominees for Directors | Votes For | Withheld | Broker Non-Votes | |||||||||
| Matthew D. Wilks | 145,648,740 | 1,879,884 | 5,178,567 | |||||||||
| Theresa Glebocki | 145,979,479 | 1,549,145 | 5,178,567 | |||||||||
| Gerald Haddock | 146,034,212 | 1,494,412 | 5,178,567 | |||||||||
| Sergei Krylov | 145,577,511 | 1,951,113 | 5,178,567 | |||||||||
| Stacy Nieuwoudt | 146,063,990 | 1,464,634 | 5,178,567 | |||||||||
| James C. Randle, Jr. | 145,598,103 | 1,930,521 | 5,178,567 | |||||||||
The second proposal was to determine, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers. The votes on the proposal were as follows:
Proposal No. 2
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 146,712,466 | 738,806 | 77,352 | 5,178,567 |
The third proposal was the ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. The votes on the proposal were as follows:
Proposal No. 3
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 152,106,869 | 31,156 | 569,166 | -- |
The fourth proposal was to approve the ProFrac Holding Corp. 2025 Employee Stock Purchase Plan. The votes on the proposal were as follows:
Proposal No. 4
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 147,026,206 | 431,872 | 70,547 | 5,178,566 |
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.
| PROFRAC HOLDING CORP. | ||
| By: |
/s/ Steven Scrogham | |
| Name: | Steven Scrogham | |
| Title: | Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | |
Date: June 3, 2025