Not independent
Tenure on this board
2.4 yrs
2 nominees · 3 ballot items.
Election of two Class I directors, approval of the Employee Stock Purchase Plan (ESPP), and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Election of two Class I directors (Joseph R. Edwards and Cynthia L. Walker) to serve three-year terms expiring in 2029.
Stockholder approval to adopt the Flowco Holdings Inc. Employee Stock Purchase Plan (ESPP), which would allow eligible employees to purchase up to 500,000 shares under specified offering periods and terms.
The ESPP proposal asks shareholders to approve a company-administered employee stock purchase plan reserving 500,000 shares to be offered in periodic offering periods beginning July 1, 2026, with a typical purchase discount (85% of offering or purchase date) and per-participant and per-year limits. Management seeks approval to provide a broad-based equity purchasing program intended to attract, retain and align employees with stockholder interests; the Committee will administer the plan and may exclude certain highly compensated employees and Section 16 officers unless permitted. Key governance and operational terms include non-423 plan design, offering periods up to 27 months, contribution limits (1–15% payroll deductions), a $25,000 per-year per-participant fair market value purchase limit, holding period restrictions and adjustment provisions for corporate events. Adoption requires a simple majority of votes cast and abstentions count as against; brokers will have no effect. The Board recommends approval because it believes the ESPP will enhance recruitment and retention, deepen employee ownership, and is administratively flexible while preserving board and committee oversight, and the plan includes customary safeguards and limits to mitigate dilution and compliance risks.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WD Thunder CV Ultimate GP LLC | 4.85% | 4,383,063 | $90M |
| 2 | AMERICAN CENTURY COMPANIES INC | 2.75% | 2,487,364 | $51M |
| 3 | FMR LLC | 2.22% | 2,001,456 | $41M |
| 4 | FMR LLC | 1.95% | 1,763,019 | $36M |
| 5 | JPMORGAN CHASE CO | 1.57% | 1,422,380 | $29M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.55% | 1,403,208 | $29M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.46% | 1,323,115 | $27M |
| 8 | Encompass Capital Advisors LLC | 1.41% | 1,275,044 | $26M |
| 9 | SCHRODER INVESTMENT MANAGEMENT GROUP | 1.10% | 990,585 | $20M |
| 10 | BlackRock, Inc. | 0.85% | 769,008 | $16M |
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