RPC (RES) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2026, with a record date of March 2, 2026, to address director elections, auditor ratification, executive compensation, and amendments to equity plans.

• Supplement adds three proposals: ratification of prior performance stock unit (PSU) grants to CEO and Executive Chairman, and amendments to the 2024 Stock Incentive Plan.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for one-year terms, ratifying Grant Thornton LLP as auditor, a nonbinding say-on-pay vote, and three new proposals regarding executive equity awards and plan amendments.

• Proposal 5 seeks approval and ratification of PSU grants to the CEO in 2025 and 2026 that exceeded annual plan limits.

• Proposal 6 seeks approval and ratification of a 2026 PSU grant to the Executive Chairman that exceeded plan limits.

• Proposal 7 seeks to amend the 2024 Stock Incentive Plan to remove individual annual grant limits for all but non-employee directors, capping director compensation at $750,000 per year.

• All three proposals require a majority vote of shares present or represented by proxy at the meeting.

Board of directors and corporate governance

• A special committee of independent directors was formed to review and respond to a shareholder demand regarding plan violations and internal controls.

• The Board recommends voting in favor of all proposals and has approved the ratification and amendments in response to the committee's recommendations.