Flotek Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors to serve until the next annual meeting of shareholders.

2. 2

   Advisory Vote on Named Executive Officer Compensation (Say-On-Pay

   ManagementBoard: FOR

   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 overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy, which it describes as tying a substantial portion of executive pay to financial and performance metrics designed to create long-term shareholder value and retain key talent. The Compensation Committee sets both short-term incentives (annual bonuses) and long-term incentives (time-vested and performance-based restricted stock units), and engaged independent consultants to benchmark pay and advise on plan design. For 2025, the short-term incentive program used four quantitative metrics (related party revenue, non-related party revenue, data analytics revenue, and adjusted EBITDA) and resulted in actual bonuses equal to 117% of target; long-term awards include TSR-relative and adjusted EBITDA performance conditions as well as awards tied to achieving projections for the PWRtek acquisition. Management’s argument emphasizes recent strong operational and market outcomes—an 81% stock price increase in 2025, improved net income and high TSR ranking versus peers—as evidence that the pay program is driving shareholder-aligned performance. The board recommends a "FOR" vote, noting the program’s mix of fixed and variable pay, clawback policies, and oversight by an independent Compensation Committee as governance safeguards. Because the vote is advisory, its outcome will not change pay contracts directly but will be considered by the Board and Compensation Committee when making future compensation decisions. Contextually, certain performance metrics and awards are linked to related-party activity and a strategic transaction (PWRtek) that may affect perceived alignment; voters should weigh demonstrated 2025 performance and governance controls against any concerns around related-party transactions or concentrated ownership influence. The proposal is presented consistent with regulatory requirements for say-on-pay votes and is intended to provide shareholders a direct mechanism to express approval or disapproval of executive compensation practices.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

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When is the Flotek Industries Inc 2026 annual meeting?

Flotek Industries Inc (FTK) holds its 2026 annual shareholder meeting on Friday, May 15, 2026.

What is the record date for the Flotek Industries Inc 2026 meeting?

The record date for the Flotek Industries Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Flotek Industries Inc's 2026 meeting?

The board is presenting 7 director nominees at the Flotek Industries Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Flotek Industries Inc 2026 meeting?

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