Cactus (WHD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, and will be held virtually for all shareholders of record as of March 19, 2025.

• Key proposals include director elections, auditor ratification, an amendment to the long-term incentive plan, and advisory votes on executive compensation and its frequency.

• Shareholders can vote electronically, by phone, or by mail, and are encouraged to review proxy materials online.

Voting matters and shareholder proposals

• Election of three Class II directors for one-year terms, as part of a phased declassification of the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Amendment to the Long-Term Incentive Plan to increase reserved shares from 5,500,000 to 8,500,000.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes, with the board recommending every three years.

• Shareholder proposals and director nominations must follow specific procedures and deadlines for the 2026 meeting.

Board of directors and corporate governance

• The board consists of nine members, with a mix of management and independent directors.

• Board committees include Audit, Compensation, and Nominating and Governance, all with independent membership.

• The board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and anti-hedging/pledging policies.

• Proxy access allows significant shareholders to nominate directors in the company’s proxy materials.

• The board is transitioning to annual director elections by 2027.