Liberty Energy (LBRT) Proxy Filing summary

Executive summary

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

• Major proposals include director elections, executive compensation approval, auditor ratification, and significant charter amendments such as board declassification and removal of supermajority voting requirements.

• The board recommends voting in favor of all proposals, reflecting ongoing efforts to modernize governance and align with best practices.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class III directors, approving executive compensation, ratifying Deloitte as auditor, and determining the frequency of future say-on-pay votes.

• Proposals include declassifying the board, removing supermajority voting, limiting officer liability, adopting Section 203 of the DGCL, and miscellaneous charter updates.

• 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 diverse backgrounds in energy, finance, governance, and technology.

• Recent changes include the resignation of the former CEO and Chairman, with new appointments for CEO and board members.

• The board is moving toward declassification, with a phased transition to annual director elections by 2028.

• Board committees (Audit, Compensation, Nominating and Governance) are fully independent and meet regularly.

• Governance guidelines, ethics code, and a director resignation policy are in place.