Profrac Holding Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees identified in the proxy to serve as directors for a one-year term (or until their successors are elected and qualified).

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer (NEO) compensation, commonly known as a “say-on-pay” vote, as required by Dodd-Frank and Section 14A of the Exchange Act. Management seeks endorsement to validate its pay philosophy, which it describes as a mix of base salary, annual performance cash incentives and long-term equity awards (time‑based RSUs and performance‑based PSUs) intended to align management’s interests with stockholder value. The proxy discloses detailed features of the LTIP (60% PSUs weighted to Adjusted EBITDA, Adjusted Free Cash Flow and other corporate achievements; 40% time‑based RSUs) and describes the Compensation Committee’s use of target, threshold and maximum payout ranges (0%–200%). The filing notes certain executive election decisions (e.g., two executives voluntarily forewent certain earned awards) and describes formulaic and discretionary elements in annual incentive payouts tied to profitability, safety and individual contributions. Because this vote is advisory, approval would not change compensation contracts directly but would signal stockholder support and inform the Compensation Committee’s future design and governance choices; a negative result would typically prompt the Board and compensation committee to engage with investors and potentially adjust program design. Company‑specific context includes its status as a controlled company (the Wilks Parties hold ~82% of voting power), which may reduce the practical governance impact of a negative advisory vote, and the use of both objective financial metrics and discretionary corporate achievements that create judgment in realized payouts. The Board recommends a FOR vote, citing alignment with stockholder value and the design features intended to tie pay to performance while retaining flexibility to address operational realities. In evaluating this proposal an analyst should weigh the formal linkages to Adjusted EBITDA and Free Cash Flow and the presence of discretionary components, the reported forfeitures/relinquishments and voluntary declines by executives, and the company’s controlled‑company structure which may limit shareholder influence over compensation outcomes.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Profrac Holding Corp 2026 annual meeting?

Profrac Holding Corp (ACDC) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Profrac Holding Corp 2026 meeting?

The record date for the Profrac Holding Corp 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Profrac Holding Corp's 2026 meeting?

The board is presenting 6 director nominees at the Profrac Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Profrac Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Profrac Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.