Oil States International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect two (2) Class I members of the Board of Directors — Lawrence R. Dickerson and Lloyd A. Hajdik — to serve three-year terms expiring at the 2029 Annual Meeting of Stockholders.

2. 2

   Advisory Vote on Executive 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 (Compensation Discussion and Analysis, compensation tables and narrative).

   More detail

   This proposal requests an annual, non-binding shareholder advisory approval of the Company’s Named Executive Officer compensation as disclosed in the Proxy Statement (the “say-on-pay” vote). Management seeks shareholder approval to validate its pay philosophy and program design, which emphasize pay-for-performance through a mix of short-term cash incentives and long-term equity and cash-based awards tied to consolidated Adjusted EBITDA, cash flow from operations, and three-year relative total shareholder return metrics; roughly 82% of CEO pay and 75% of other NEO pay was at risk in 2025. The Compensation Committee, supported by an independent compensation consultant, sets targets and performance metrics intended to align executive incentives with stockholder value creation and to retain critical talent in a cyclical industry; management cites peer benchmarking, stockholder engagement, and recent payout results to justify its approach. The board Empfehlung is FOR because the Committee believes the program appropriately balances short- and long-term incentives, includes governance safeguards (clawback/recoupment policy, stock ownership guidelines, anti-hedging/pledging policies), and ties a substantial portion of pay to performance metrics and multi-year vesting. The vote is advisory and non-binding, but the Board and Compensation Committee have committed to consider the outcome in future compensation decisions and engage with stockholders on any concerns. Key contextual facts include material restructuring and impairment charges in 2025, a payout under the AICP of 85% of target driven by cash flow outperformance, and long-term award payout histories that reflect cumulative EBITDA and relative TSR outcomes; these dynamics influence how shareholders may view the alignment of pay and realized performance. The proposal’s approval requires a majority of voting power present and entitled to vote, broker non-votes are not counted for this matter, and abstentions are treated as votes against. For an analyst evaluating the proposal, important considerations include the relative weighting of absolute versus relative metrics, the level of discretion available to the Compensation Committee in adjusting payouts, historical say-on-pay support levels (73% in 2025), and whether disclosed safeguards and stockholder engagement practices sufficiently mitigate potential misalignment or excessive risk-taking.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Oil States International Inc 2026 annual meeting?

Oil States International Inc (OIS) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Oil States International Inc 2026 meeting?

The record date for the Oil States International Inc 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Oil States International Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Oil States International Inc 2026 meeting?

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