Flotek Industries (FTK) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2026, at company headquarters, with shareholders of record as of March 20, 2026, eligible to vote on key proposals.

• Proxy materials and the 2025 Annual Report are available online, with voting accessible via mail, phone, or Internet.

• Shareholders will vote on the election of seven directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as independent auditor for 2026.

Voting matters and shareholder proposals

• Election of seven directors, all positions up for annual election; majority vote required for uncontested elections.

• Advisory vote on executive compensation (say-on-pay) held annually; majority of votes cast required for approval.

• Ratification of KPMG LLP as independent auditor for 2026; majority of votes cast required.

• No other matters are expected, but proxies may be voted on any business properly presented.

Board of directors and corporate governance

• Board expanding from six to seven members; five of seven nominees are independent.

• Board committees: Audit, Compensation, Governance & Nominating, and Risk & Sustainability, each with defined charters and responsibilities.

• Board diversity includes a mix of backgrounds, skills, and experiences, with a focus on independence and expertise.

• ProFrac Holdings has rights to designate directors based on ownership thresholds, with related governance provisions.

• Directors and executives are subject to stock ownership guidelines and a code of conduct.