Flowco Holdings Inc

1. 1

   Election of the Class I Directors

   ManagementBoard: FOR

   Election of two Class I directors (Joseph R. Edwards and Cynthia L. Walker) to serve three-year terms expiring in 2029.

2. 2

   Approval of the Adoption of the Employee Stock Purchase Plan

   ManagementBoard: FOR

   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.

   More detail

   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.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Flowco Holdings Inc 2026 annual meeting?

Flowco Holdings Inc (FLOC) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Flowco Holdings Inc 2026 meeting?

The record date for the Flowco Holdings Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Flowco Holdings Inc's 2026 meeting?

The board is presenting 2 director nominees at the Flowco Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Flowco Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Flowco Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.