ProFrac Holding Corp. 8-K

What Happened

• ProFrac Holding Corp. filed an 8-K on June 1, 2026 (Item 5.07) reporting the results of its annual meeting of stockholders held May 27, 2026.
• Six director nominees were elected to one-year terms: Matthew D. Wilks; Theresa Glebocki; Gerald Haddock; Sergei Krylov; Stacy Nieuwoudt; and Matthew Rinaldi. Vote totals for each nominee (For / Withheld / Broker Non-Votes) were:
  • Matthew D. Wilks: 150,395,384 / 7,495,618 / 16,152,235
  • Theresa Glebocki: 148,851,274 / 9,039,728 / 16,152,235
  • Gerald Haddock: 148,865,425 / 9,025,577 / 16,152,235
  • Sergei Krylov: 150,473,923 / 7,417,079 / 16,152,235
  • Stacy Nieuwoudt: 148,880,788 / 9,010,214 / 16,152,235
  • Matthew Rinaldi: 150,594,220 / 7,296,782 / 16,152,235
• The non-binding advisory vote to approve executive compensation (say-on-pay) passed: 157,287,850 For; 588,648 Against; 14,505 Abstentions; 16,152,234 Broker Non-Votes.
• Stockholders ratified Grant Thornton LLP as the Company’s independent registered public accountants for fiscal year ending December 31, 2026: 173,958,254 For; 16,467 Against; 1,790 Abstentions; 66,726 Broker Non-Votes.

Key Details

• Annual meeting date: May 27, 2026; 8-K filed June 1, 2026.
• Six board seats filled with each nominee receiving between ~148.9M and ~150.6M votes For.
• Say-on-pay received ~157.3M For versus ~588.6K Against (plus ~16.15M broker non-votes).
• Auditor ratification passed overwhelmingly with ~173.96M For.

Why It Matters

• Board composition: Re-election of all six nominees confirms the board majority and directors who will oversee strategy and governance for the next year.
• Executive pay approval: The advisory vote passed by a wide margin, signaling substantial shareholder support for the company’s executive compensation program (non-binding).
• Auditor continuity: Ratifying Grant Thornton LLP provides clarity on the firm that will audit ProFrac’s 2026 financial statements, an important element of financial reporting reliability.
• For investors: These are governance and oversight outcomes—no operational or financial results were disclosed in this filing, but the votes indicate shareholder support for current leadership and auditing arrangements.