Flowco (FLOC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, and will be held virtually, allowing shareholders to participate online and vote electronically using a unique control number.

• The record date for voting eligibility is March 9, 2026, with 91,117,604 shares of common stock outstanding as of that date.

• Shareholders will vote on three main proposals: election of two Class I directors, approval of an Employee Stock Purchase Plan (ESPP), and ratification of PricewaterhouseCoopers LLP (PwC) as the independent auditor for 2026.

Voting matters and shareholder proposals

• Proposal 1: Election of Joseph R. Edwards and Cynthia L. Walker as Class I directors to serve until 2029.

• Proposal 2: Approval of the ESPP, enabling eligible employees to purchase company stock at a discount.

• Proposal 3: Ratification of PwC as the independent registered public accounting firm for 2026.

• The board recommends voting FOR all three proposals.

Board of directors and corporate governance

• The board consists of seven members divided into three classes, with staggered three-year terms.

• Cynthia L. Walker, Paul W. Hobby, and William H. White are considered independent directors under NYSE rules.

• The company recently lost its “controlled company” status but will transition to full NYSE governance compliance within a year.

• Standing committees include Audit, Compensation, and Nominating and Governance, each with defined responsibilities and independent membership.