Cactus, Inc. 8-K

What Happened

• Cactus, Inc. (WHD) filed an 8-K on May 12, 2026 announcing that the Board appointed Steven Bender as Chief Operating Officer and Chief Executive Officer of the Spoolable Technologies segment effective May 12, 2026. Stephen Tadlock will no longer serve as CEO of the Spoolable Technologies segment but will continue as the Company’s Executive Vice President and Chief Executive Officer of Cactus International.
• At the Company’s Annual Meeting of Stockholders on May 12, 2026, shareholders voted on director elections, ratification of the independent auditor, and a non-binding advisory vote on executive compensation. The Company also issued a press release the same day reporting these changes.

Key Details

• Board appointment: Steven Bender named COO and CEO, Spoolable Technologies segment (effective May 12, 2026); Stephen Tadlock reassigned to EVP and CEO of Cactus International.
• Director elections (to serve until 2027) — votes FOR (Against / Abstain / Broker non-votes):
  • Joel Bender (Class II): 73,770,282 For; 658,132 Against; 57,927 Abstain; 1,486,982 Broker non-votes.
  • Alan Semple (Class II): 72,046,953 For; 2,397,484 Against; 41,904 Abstain; 1,486,982 Broker non-votes.
  • Tana Utley (Class II): 74,419,299 For; 9,894 Against; 57,148 Abstain; 1,486,982 Broker non-votes.
  • Scott Bender (Class III): 73,753,144 For; 703,573 Against; 29,624 Abstain; 1,486,982 Broker non-votes.
  • Gary Rosenthal (Class III): 65,781,966 For; 7,981,651 Against; 722,724 Abstain; 1,486,982 Broker non-votes.
• Auditor ratification: PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for FY2026 — 75,549,462 For; 330,570 Against; 93,291 Abstain.
• Advisory "say-on-pay": Approved (non-binding) — 73,305,285 For; 1,137,758 Against; 43,298 Abstain; 1,486,982 Broker non-votes.

Why It Matters

• Leadership: The appointment of Steven Bender to lead the Spoolable Technologies segment is a material management change for that business line and may affect operational focus there; the Company retains Tadlock in a senior international role, indicating continuity in global leadership.
• Governance and oversight: Shareholders re-elected the slate of directors, ratified PwC as auditor, and approved executive compensation on an advisory basis—each outcome reflects shareholder support for current governance, financial reporting oversight, and pay practices.
• For investors: These are non-financial but material corporate governance and management updates that can affect investor perception of strategy and oversight; monitor future disclosures for any operational or financial impacts tied to the segment leadership change.

Exhibit note: The Company furnished a press release dated May 12, 2026 as Exhibit 99.1 in the 8-K.