Patterson-UTI Energy (PTEN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with voting on key proposals including director elections, auditor ratification, incentive plan amendment, and executive compensation approval.

• Proxy materials are primarily distributed electronically to support sustainability and cost efficiency.

• Shareholders of record as of April 10, 2026, are eligible to vote; 379,615,632 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of ten directors, ratification of PricewaterhouseCoopers LLP as auditor, amendment to the 2021 Long-Term Incentive Plan, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 14, 2026.

Board of directors and corporate governance

• Board consists of ten nominees with an average tenure of 7.3 years, average age 64, and 40% women.

• Board leadership structure separates Chairman and CEO roles, both currently held by independent directors.

• Majority of directors are independent per Nasdaq standards.

• Four standing committees: Executive, Audit, Compensation, and Nominating and Corporate Governance.

• Board and committee performance assessed annually; director education and succession planning emphasized.