Independent
Tenure on this board
25.1 yrs
10 nominees · 4 ballot items.
Election of ten directors; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; Approval of an amendment to the 2021 Long-Term Incentive Plan to add 28,900,000 shares; Advisory (non-binding) approval of executive compensation (say-on-pay).
Elect ten directors named in the proxy statement to serve until the next annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Patterson-UTI’s independent registered public accounting firm for fiscal year 2026.
Approve a fourth amendment to increase the 2021 Plan share reserve by 28,900,000 shares (from 38,912,480 to 67,812,480), subject to stockholder approval.
The proposed amendment seeks shareholder approval to add 28.9 million shares to the existing 2021 Long-Term Incentive Plan. Management argues this increase is necessary to preserve flexibility to grant equity awards to approximately 400 employees and directors and to maintain competitive compensation without significantly increasing cash compensation, particularly once the current pool is depleted. The board evaluated dilution using an 'overhang' metric (outstanding awards plus available shares divided by total share-equity base), noting overhang would rise from 4.8% to 11.3% if approved. The Compensation Committee and Board considered governance 'best practices' embedded in the Plan — including minimum vesting, no liberal share recycling, no repricing without shareholder approval, no evergreen replenishment, limits on director compensation, and clawback provisions — when recommending approval. If shareholders do not approve the increase, management warns it will need to rely more heavily on cash compensation or restructure incentive programs, which could impact retention and alignment with shareholders. The board recommends a vote FOR, reasoning that the planned increase is moderate, that the company’s historical burn rate is low (approx. 2.1% average 2023-2025), and that the Plan contains anti-dilution and governance safeguards. The key trade-off for investors is dilution (which management quantifies) versus the ability to attract and retain talent through equity incentives tied to shareholder value; context includes recent use of both share- and cash-settled awards and contemporaneous extensive disclosure of LTI design and governance features.
A non-binding, advisory vote to approve the compensation of Patterson-UTI’s named executive officers as disclosed in the proxy statement.
This management 'say-on-pay' proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the named executive officers, including the CD&A, compensation tables and related narratives. The Board contends the program strongly aligns pay with performance through emphasis on long-term equity, performance units tied to TSR and relative free cash flow return, substantial annual incentive components tied to operating cash flow and adjusted EBITDA, HSE and strategic objectives, and robust governance features (independent compensation committee, clawbacks, no repricing, share ownership guidelines). The Company highlights its 2025 bonus and LTI designs, its engagement with major stockholders after the 2025 say-on-pay result, and its view that the pay program appropriately balanced short- and long-term incentives. The vote is advisory; the Board and Compensation Committee will consider the outcome in future compensation decisions but are not legally bound by it.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.06% | 38,194,028 | $414M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.13% | 27,059,558 | $293M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.36% | 20,354,017 | $220M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.38% | 16,620,808 | $180M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.32% | 16,406,052 | $178M |
| 6 | Sourcerock Group LLC | 4.30% | 16,309,517 | $177M |
| 7 | STATE STREET CORP | 3.95% | 14,985,593 | $162M |
| 8 | BlackRock, Inc. | 3.44% | 13,052,440 | $141M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.23% | 12,253,350 | $133M |
| 10 | Invesco Ltd. | 2.85% | 10,814,304 | $117M |
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