ProFrac (ACDC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, with voting available online, by phone, or by mail for shareholders of record as of March 30, 2026.

• Key proposals include electing six directors, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as auditor for 2026.

• The company remains a controlled entity, with the Wilks Parties holding over 82% of voting power, and utilizes certain Nasdaq governance exemptions.

• Shareholder proposals for the 2027 meeting must comply with SEC rules and be submitted by December 28, 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, approving executive compensation (say-on-pay), and ratifying the auditor.

• The board recommends voting FOR all proposals.

• No other shareholder proposals were received for this meeting; proxies may vote on other matters at their discretion.

• Shareholder proposals for the 2027 meeting must be received by December 28, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of six directors, three of whom are independent under Nasdaq rules.

• Board leadership is separated between the Executive Chairman and CEO roles.

• As a controlled company, the board does not have a nominating committee; principal stockholders select nominees.

• Audit and Compensation Committees are composed entirely of independent directors.

• Directors receive annual cash retainers, equity awards, and meeting fees; all attended at least 75% of meetings in 2025.