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- 27.7% Opposition to Stock Incentive Plan Amendments (new) — Significant minority opposition suggests meaningful shareholder concerns about dilution or plan terms that warrant board review.
- 15.5% Opposition to Director Amy Kreisler (new) — Elevated withhold votes may reflect concerns about board composition, independence, or individual director performance.
RPC shareholders approve equity plan amendments with 27.7% opposition, elect all directors
Filed April 30, 2026 · Period ending April 28, 2026 · ~1 min read
Key Changes
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high
Amendments to the 2024 Stock Incentive Plan passed with 72.3% support (142.6M for, 54.6M against), reflecting significant shareholder concern about the plan changes despite majority approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Director Amy Kreisler received lowest support at 84.5% (30.1M votes against), with Timothy Rollins and John Wilson also facing elevated opposition of 13.6% and 11.0% respectively.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Shareholders ratified performance stock unit grants to the CEO and Executive Chairman with 97.4% support each (192.4M and 192.3M votes for), formalizing previously-issued equity awards.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay vote passed with 96.1% support (190.7M for, 7.6M against), indicating shareholder satisfaction with executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Gary Kolstad appointed to chair the Human Capital Management and Compensation Committee and serve on the Audit Committee following his reelection.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
RPC held its 2026 annual meeting on April 28, with shareholders approving all proposals but delivering notable opposition on two items. The most significant result was the 27.7% opposition to amendments to the 2024 Stock Incentive Plan, which passed with 72.3% support.
While the proposal achieved majority approval, the elevated opposition of 54.6 million votes against suggests meaningful shareholder concern about the plan changes—likely related to dilution, award terms, or governance provisions. This level of dissent warrants board attention to understand and potentially address investor concerns. Director elections also revealed pockets of opposition.
Amy Kreisler received the lowest support at 84.5%, with 30.1 million votes against, while Timothy Rollins and John Wilson faced 13.6% and 11.0% opposition respectively. The remaining seven directors received over 89% support. Shareholders strongly endorsed executive compensation, ratifying say-on-pay with 96.1% support and approving performance stock unit grants to the CEO and Executive Chairman with 97.4% support each. The auditor ratification passed routinely with 96.6% support. Following the meeting, Gary Kolstad was appointed to chair the Compensation Committee and serve on the Audit Committee, completing his committee assignments after joining the board in 2025.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
RPC Inc held its 2026 annual meeting, electing 10 directors, ratifying auditor and executive pay, and approving equity grants and plan amendments.
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker | Non-Vote | Director Nominees:
Susan R. Bell
197,093,140 | 1,414,564 | 83,313 | 10,667,743
Patrick J. Gunning
179,174,443 | 19,345,813 | 70,761 | 10,667,743
Richard A. Hubbell
181,429,761 | 17,090,527 | 70,728 | 10,667,744 | Gary Kolstad | 197,434,616 | 1,085,641 | 70,760 | 10,667,743
Amy R. Kreisler
168,118,985 | 30,107,361 | 364,671 | 10,667,743
Stephen E. Lewis
197,343,897 | 1,176,261 | 70,860 | 10,667,742
Ben M. Palmer
178,317,129 | 15,657,742 | 4,616,146 | 10,667,743
Timothy C. Rollins
171,595,685 | 26,924,573 | 70,760 | 10,667,742
Wesley N. Slagle
177,149,967 | 16,824,870 | 4,616,182 | 10,667,741
John F. Wilson
176,797,400 | 21,722,833 | 70,785 | 10,667,742
All ten director nominees were elected. Support ranged from 84.5% to 99.3% of votes cast. Amy Kreisler received the lowest support at 84.5% (30.1 million votes against), while Susan Bell and Gary Kolstad received the highest support at over 99%. The elevated opposition to Kreisler, Rollins, and Wilson (10-15% of votes cast) may warrant board attention.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes with respect to this proposal:
For Against Abstain
202,026,703 7,139,463 92,594
Shareholders ratified Grant Thornton LLP as the independent auditor for fiscal 2026 with 96.6% support (202.0 million votes for, 7.1 million against). This is a routine outcome indicating confidence in the auditor selection.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On April 28, 2026, Mr. Kolstad was reelected to the Board at the 2026 Annual Meeting of stockholders and was subsequently appointed by the Board to serve on the Human Capital Management and Compensation Committee and the Audit Committee of the Board. He will serve as the Chairman of the Human Capital Management and Compensation Committee.
Gary Kolstad, previously appointed as an independent director in July 2025, has now been assigned to two standing board committees following his reelection at the 2026 annual meeting. He will chair the Human Capital Management and Compensation Committee and also serve on the Audit Committee. This completes the committee assignment process that was pending when he initially joined the board.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify