Flotek Industries (FTK) Proxy Filing summary

Executive summary

• Special meeting scheduled for July 9, 2025, to vote on two key items: approval of common stock issuance underlying the April 2025 Warrant held by ProFrac GDM, LLC, and potential adjournment to solicit additional proxies if needed.

• The Board unanimously recommends voting in favor of both proposals.

• Proxy materials are available online, and shareholders are encouraged to vote electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Item 1 seeks approval for issuing up to 6 million shares of common stock upon exercise of the April 2025 Warrant, issued as part of an asset purchase and leaseback transaction with ProFrac GDM, LLC.

• Item 2 authorizes adjournment of the meeting to solicit additional proxies if there are insufficient votes for Item 1.

• Both items require a majority of shares present and entitled to vote for approval; abstentions count as votes against.

• Voting agreements are in place with directors, executive officers, and ProFrac affiliates, representing about 53.5% of voting power as of the record date.

Board of directors and corporate governance

• A special committee of disinterested and independent directors was formed to review and approve the transaction with ProFrac, excluding conflicted directors.

• The committee engaged independent legal and financial advisors and received a fairness opinion before recommending the transaction.

• ProFrac Holdings has the right to designate up to four board members, with independence requirements for most designees.