Patterson-UTI Energy Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 14:59

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the "2021 Plan") was originally approved by the stockholders of Patterson-UTI Energy, Inc. (the "Company") on June 3, 2021. On April 1, 2026, subject to the approval of the stockholders of the Company, the Board of Directors of the Company approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 28.9 million shares (the "Amendment" and the 2021 Plan, as previously amended and further amended by the Amendment, the "Plan").
As reported below, at the Annual Meeting of Stockholders of the Company on June 4, 2026, the Company's stockholders approved the Amendment. A description of the material terms and conditions of the Plan appears under "Proposal No. 3 - Approval of Amendment to 2021 Long-Term Incentive Plan" on pages 20-28 of the Company's definitive proxy statement for the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 13, 2026, which description is incorporated herein by reference.
The foregoing description of the Plan is qualified in its entirety by reference to the text of the Plan, which is included as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on June 4, 2026. Of the 379,615,632 shares of the Company's Common Stock outstanding and entitled to vote at the meeting, 345,360,405 were present either in person or by proxy.
The following describes the matters considered by the Company's stockholders at the Annual Meeting, as well as the votes cast at the meeting:
1.To elect ten directors to the Company's Board of Directors to serve until the next annual meeting of the stockholders or until their respective successors are elected and qualified.
Nominee Votes For Votes Withheld Broker Non-votes
Tiffany (TJ) Thom Cepak 321,692,942 5,598,363 18,069,100
Robert W. Drummond 326,258,075 1,033,230 18,069,100
Gary M. Halverson 325,202,921 2,088,384 18,069,100
William A. Hendricks, Jr. 325,095,021 2,196,284 18,069,100
Curtis W. Huff 319,918,314 7,372,991 18,069,100
Cesar Jaime 326,877,131 414,174 18,069,100
Janeen S. Judah 325,601,541 1,689,764 18,069,100
Amy H. Nelson 326,901,277 390,028 18,069,100
Julie J. Robertson 317,669,255 9,622,050 18,069,100
James C. Stewart 325,524,244 1,767,061 18,069,100
2.To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For Votes Against Abstentions Broker Non-votes
334,874,711 10,307,536 178,158 0
3.To approve an amendment to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan.
Votes For Votes Against Abstentions Broker Non-votes
319,700,114 7,391,767 199,424 18,069,100
4.To cast a vote to approve, on an advisory basis, the Company's compensation of its named executive officers as set forth in the proxy statement for the Annual Meeting.
Votes For Votes Against Abstentions Broker Non-votes
311,543,039 15,554,952 193,314 18,069,100
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