Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when PUMP files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsProPetro shareholders approve 3.54M share equity plan expansion, elect all directors
Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
-
medium
Shareholders approved expanding the equity compensation pool by 3.54 million shares (34% increase) to 14.06 million total shares, extending the plan term to May 2036.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Director Mark S. Berg received 16.6 million withheld votes (16% of votes cast), notably higher than other directors who saw 0.6-9.4 million withheld votes; all eight nominees were elected.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay vote passed with 98.6% support (101.8 million for, 1.4 million against), indicating strong shareholder approval of executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Auditor ratification for RSM US LLP passed with 99.6% support (108.5 million for, 37,747 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
ProPetro's 2026 annual meeting produced routine governance outcomes with one notable exception. Shareholders approved a 34% expansion of the equity compensation pool, adding 3.54 million shares to the existing 10.52 million available under the long-term incentive plan.
This dilution is material for existing holders, though the plan extension to 2036 suggests the company views it as a ten-year allocation rather than near-term issuance. The director election results warrant attention. While all eight nominees won their seats, Mark S. Berg faced 16.6 million withheld votes—16% of votes cast and roughly double the next-highest opposition (Alex V. Volkov at 9.4 million).
The filing provides no context for Berg's elevated opposition, but the gap between his 84% support and the 91-99% support other directors received is significant enough to suggest specific shareholder concerns. Executive pay and auditor votes were uncontroversial, passing with 98-99% support.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
ProPetro shareholders approved equity plan expansion, director elections, executive pay, and auditor ratification at 2026 annual meeting.
Added in current filing · verify on EDGAR →
NOMINEES | FOR | WITHHOLD | BROKER NON-VOTES Phillip A. Gobe 101,385,863 | 2,357,907 | 5,178,770 Samuel D. Sledge 102,659,459 | 1,084,311 | 5,178,770 Mark S. Berg 87,173,176 | 16,570,594 | 5,178,770 Anthony J. Best 100,956,242 | 2,787,528 | 5,178,770 G. Larry Lawrence 102,249,933 | 1,493,837 | 5,178,770 Mary P. Ricciardello 103,149,416 | 594,354 | 5,178,770 Michele Vion | 101,751,929 | 1,991,841 | 5,178,770 Alex V. Volkov 94,348,357 | 9,395,413 | 5,178,770
All eight director nominees were elected to one-year terms. Support ranged from 84% (Mark S. Berg with 16.6 million withheld votes) to 99% (Mary P. Ricciardello with 594,354 withheld votes) of votes cast. The elevated withhold votes for Berg (16% of votes cast) represent notable opposition compared to the other directors.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Board approved amended long-term incentive plan, subject to stockholder approval.
Added in current filing · verify on EDGAR →
On April 7, 2026, the Board of Directors of ProPetro Holding Corp. (the “Company”) approved, subject to stockholder approval, the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “A&R LTIP”).
The Board approved amendments to the company's 2020 Long Term Incentive Plan on April 7, 2026. The amendments require stockholder approval before taking effect. The filing does not provide details on the specific changes to the plan.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify