Rpc Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten nominees to the Board of Directors to serve one-year terms expiring in 2027.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Nonbinding Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Nonbinding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials.

   More detail

   This nonbinding advisory proposal asks stockholders to approve the Company’s executive compensation disclosures and pay practices as presented in the proxy (the CD&A, summary compensation table and related disclosures). Management is seeking shareholder approval to confirm that its pay-for-performance approach, which emphasizes annual cash incentives tied to OCF and long-term equity awards (RSAs and PSUs with multi-year EBITDA and TSR modifiers), is supported by investors and to inform future compensation decisions. The Compensation Committee frames the program as aligned with stockholder interests through significant equity-based awards, performance-based PSUs with absolute and relative TSR adjustments, and clawback and ownership guidelines. The vote is advisory only and will not change contractual obligations, but the Board and Compensation Committee state they will review results and consider feedback if there is significant negative voting. Contextually, RPC operates in a cyclical oilfield services sector and the 2025 program paid above-target incentives due to strong OCF performance; recent changes include inclusion of PSUs and adjustments to vesting schedules intended to improve retention and long-term alignment. Management emphasizes governance controls (independent committee oversight, prohibition on hedging, clawback policy) to mitigate incentive-related risk. Opponents (none formalized in the filing) would typically argue that pay may not fully reflect longer-term shareholder returns or that certain metrics can be manipulated; management counters by pointing to multi-year PSU metrics and TSR modifiers. The Board recommends a FOR vote because it believes the structure and disclosure demonstrate alignment with shareholder interests and sound governance, while noting the vote is nonbinding and will be used to guide future compensation policy. The advisory nature, combined with the Company’s controlled-stockholder structure and recent operational performance, means the outcome will be considered but not dispositive of compensation design.

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When is the Rpc Inc 2026 annual meeting?

Rpc Inc (RES) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Rpc Inc 2026 meeting?

The record date for the Rpc Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 10 director nominees at the Rpc Inc 2026 meeting, listed with their independence status and background.

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

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