RPC (RES) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2026, with record date of March 2, 2026.

• Proxy materials include proposals to elect directors, ratify auditor, vote on executive compensation, and approve amendments to the 2024 Stock Incentive Plan.

• Supplement adds three proposals: ratification of performance stock units for CEO and Executive Chairman, and amendments to the Stock Incentive Plan.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms expiring in 2027.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2026.

• Nonbinding advisory vote on executive compensation (say-on-pay).

• Proposal 5: Ratification of performance stock units granted to CEO in 2025 and 2026, exceeding annual plan limits.

• Proposal 6: Ratification of performance stock units granted to Executive Chairman in 2026, exceeding annual plan limits.

• Proposal 7: Amendments to the 2024 Stock Incentive Plan to remove individual annual grant limits for all except non-employee directors, and set a $750,000 annual cap for non-employee directors.

Board of directors and corporate governance

• Board formed a special committee of three independent directors to review and respond to a stockholder demand regarding plan violations.

• Board recommends approval of all proposals and has ratified the disputed awards subject to shareholder approval.