Liberty Energy (LBRT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 15, 2025, with stockholders voting on key governance, compensation, and charter amendments.

• Only stockholders of record as of February 19, 2025, are entitled to vote, with a majority required for quorum.

• The Board recommends voting in favor of all proposals, including director elections, compensation, auditor ratification, and charter amendments.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, advisory approval of executive compensation, ratification of Deloitte as auditor, and advisory vote on say-on-pay frequency.

• Amendments to the Charter are proposed to declassify the Board, remove supermajority vote requirements, limit officer liability, adopt Section 203 of the DGCL, and clarify outdated terms.

• The Board recommends annual say-on-pay votes and supports all proposed amendments.

Board of directors and corporate governance

• The Board consists of 10 members, with recent changes including the appointment of a new CEO and Chairman following the prior CEO's resignation to serve as U.S. Secretary of Energy.

• The Board is majority independent, with diverse gender and ethnic representation.

• Committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• A phased declassification of the Board is proposed, moving to annual director elections by 2028.