UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

RPC, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329 TO THE HOLDERS OF THE COMMON STOCK: PLEASE TAKE NOTICE that the 2023 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation (“RPC” or the “Company”), will be held at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 25, 2023, at 12:15 P.M., for the following purposes, as more fully described in the Proxy Statement accompanying this notice: 1. To elect the three Class I nominees identified in the attached Proxy Statement to the Board of Directors; 2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. To hold a nonbinding vote on executive compensation as disclosed in these materials; 4. To hold a nonbinding vote regarding the frequency of voting on executive compensation; and 5. To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.	RPC, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
			The Proxy Statement dated March 15, 2023 is attached. The Board of Directors has fixed the close of business on March 1, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. As permitted by the U.S. Securities and Exchange Commission rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and the Company’s 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), available to our stockholders electronically via the Internet. On or about March 15, 2023, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2023 (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. Important Notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 25, 2023: The 2023 Proxy Statement and 2022 Annual Report on Form 10-K to security holders are available at https://www.viewproxy.com/RPC/2023. Voting can be completed in one of four ways:

		Returning the Proxy Card by Mail	Via Telephone at 1-866-804-9616	Online at https://www.aalvote.com/ RES	Attending the meeting to vote In Person


	By Order Of The Board Of Directors



	Michael L. Schmit
	Corporate Secretary
Atlanta, Georgia
March 15, 2023

Whether or not you expect to attend the annual meeting, please sign, date and return the enclosed proxy card promptly. Alternatively, you may vote your proxy by telephone or over the Internet by following the instructions on your proxy card or Notice. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
ESG AT RPC
PROXY STATEMENT	1
CAPITAL STOCK	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	4
DIRECTOR COMPENSATION	11
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS	13
PROPOSAL 1: ELECTION OF DIRECTORS	17
AUDIT MATTERS	18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	20
PROPOSAL 3: NONBINDING VOTE ON EXECUTIVE COMPENSATION	21
PROPOSAL 4: NONBINDING VOTE REGARDING THE FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION	22
EXECUTIVE OFFICERS	23
COMPENSATION DISCUSSION AND ANALYSIS	24
HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT	32
EXECUTIVE COMPENSATION	33
BENEFIT PLANS	36
PAY RATIO DISCLOSURE	39
PAY VERSUS PERFORMANCE	40
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	43
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	46
STOCKHOLDER PROPOSALS	47
EXPENSES OF SOLICITATION	47
ANNUAL REPORT	48
FORM 10-K	48
OTHER MATTERS	48
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS	49

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MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

To our Stockholders,

On behalf of the Board of Directors, we are pleased to announce that we will hold our 2023 Annual Meeting of Stockholders on Tuesday April 25^th, 2023 at 12:15 P.M.

The year ended December 31, 2022 saw strong customer demand within our industry, including all the oilfield services that our company provides. We generated strong growth in both revenues and profits, leading to a significant increase in diluted earnings per share to $1.01, an increase compared to diluted earnings per share of $0.03 in the prior year. We also made selective investments in our businesses, upgrading our equipment to maintain our market share and continued to provide high quality services to our customers. Additionally, we reinstated our dividend in the third quarter of 2022 continuing our long-held practice of returning cash to shareholders.

During May 2022 we announced execuitve leadership changes at the Company when our longtime CEO, Richard A. Hubbell was named Executive Chairman of our Board of Directors, I was named Chief Executive Officer, and we added Michael L. Schmit to the executive team as our new Chief Financial Officer and Corporate Secretary. The continuity of the leadership team along with new financial talent at the Company has served us well in our efforts to maintain our strong financial performance at RPC.

We also continued our Environmental, Social and Governance (ESG) initiatives during the year. As we upgrade our existing equipment we are investing in more environmentally friendly technology, such as tier four dual-fuel engines. We have always undertaken efforts to make positive impacts in the communities in which we operate. We also support our employees with programs such as longtime support of United Way, college scholarship program and support of natural disaster emergency relief efforts. We also continue to focus on strong corporate governance through our Board of Directors’ Nominating and Corporate Governance Committee, which provides oversight of our ESG and other corporate governance acitivities. We’ve included additional information regarding our ESG initiatives in the following pages of this Proxy Statement.

As we begin 2023 we want to recognize the great work of our leadership teams and all of our amazing hard-working employees. Although oil prices have recently moderated from their highs, prices remain above levels sufficient to motivate our customers to drill and complete new wells, and we believe 2023 will be another year with strong financial performance. RPC will continue to focus on generating superior financial performance, building long-term shareholder value and maintaining our long tradition of returning cash to shareholders. Through a combination of dividends and open market share repurchases, RPC has returned over $536 million to shareholders over the last decade, and we will continue to make this a priority.

Sincerely,

Ben M. Palmer
President and Chief Executive Officer

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ESG AT RPC

ESG at RPC

At RPC, our mission is to provide best-in-class service to our customers, provide enduring long-term value to our Stockholders, support our employees and partners, and make a positive contribution to the communities where we live and work, while continuously improving our business practices to minimize our impact on the environment. Part of our ability to fulfill this mission is our capacity to identify and manage the ESG issues that can impact RPC and its stakeholders. To improve our capacity to manage these issues we have recently launched a new ESG initiative to highlight what RPC is already doing and to identify areas where enhancements would be beneficial.

2022 ESG Initiative

In September 2022, RPC launched its new corporate ESG initiative. In addition to reinforcing our current ESG-related efforts, this work will assist in the creation of a new ESG strategy and program and enhance disclosure of RPC’s ESG-related actions and information. This includes the development of new company statements to address the most important ESG issues for RPC. Once these statements are formally approved, they will be made publicly available on our website. RPC has also begun the process of conducting a Greenhouse Gas (GHG) blueprint. When completed, the GHG blueprint will help RPC calculate and understand our GHG emissions profile.

Current ESG Actions

While we launched our new ESG initiative in September, RPC has been taking steps to conduct our operations in an environmentally responsible way for many years. For example, RPC was an early participant in the FracFocus Hydraulic Fracturing Chemical Registry, voluntarily reporting data before many of our peers and making related investments in technology and process changes. RPC also has a division that recycles water from oilfield completion sites. In 2022, it treated approximately 36 million barrels and recycled 21 million barrels of water. Finally, RPC’s pressure pumping business is making significant investments in technology and improving processes that will reduce our GHG emissions by making engine usage more efficient.

In addition to the environment, RPC has also long been investing in our employees and our communities. We have a strong track record of recruiting and hiring recently discharged veterans. RPC also supports the educational goals of our employees’ children through our college scholarship program which awards four-year college scholarships, contributing more than $1 million to date. RPC also supports our local communities through natural disaster emergency relief efforts, and through our long history of supporting the United Way Campaign where our corporate headquarters is located.

ESG Oversight

Providing relevant guidance and oversight are our three board committees that support RPC’s ESG efforts in their respective areas. The Nominating and Corporate Governance Committee is responsible for monitoring our general ESG practices, policies, programs, and public disclosures. The Human Capital Management and Compensation Committee provides oversight of the development and management of RPC's human capital management strategies and policies – including diversity, equity, and inclusion. Finally, our Audit Committee is responsible for oversight of RPC’s cybersecurity risk management program and will provide company management with guidance on our sustainability and ESG reporting disclosures and related internal control procedures.

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2023 ANNUAL

PROXY STATEMENT

PROXY STATEMENT

We are furnishing the proxy materials to stockholders on or about March 15, 2023. The Important Notice Regarding the

SEC Form DEF 14A filed by RPC Inc.