Flotek Industries (FTK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 16, 2025, with shareholders voting on six directors, executive compensation, auditor ratification, amendments to incentive and stock purchase plans, and other business.

• Proxy materials are distributed electronically, with voting available online, by phone, mail, or in person.

• Shareholders of record as of March 20, 2025, are eligible to vote; 29,826,816 shares outstanding.

• Forward-looking statements address future industry trends, performance, and risks, with cautionary notes on uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors, advisory say-on-pay, ratification of KPMG as auditor, amendment to the 2018 Long-Term Incentive Plan, and amendments to the 2012 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Voting requirements: majority of votes cast for each item; abstentions and broker non-votes not counted for outcome except for auditor ratification, which is a routine matter.

• Shareholder proposals for the 2026 meeting must be received by December 2, 2025.

Board of directors and corporate governance

• Board consists of six members, 67% independent, all with less than five years tenure.

• Four standing committees: Audit, Compensation, Governance & Nominating, and Risk & Sustainability.

• Board diversity includes gender, ethnic, international, and industry experience.

• Non-Executive Chairman role separated from CEO since January 2023.

• ProFrac Holdings has rights to designate directors based on ownership thresholds.

• Director nominations consider diversity, independence, and skill set; shareholder nominations follow detailed bylaw procedures.