KLX Energy Services (KLXE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with shareholders voting on key governance and compensation matters.

• Shareholders can vote online, by phone, mail, or during the meeting; 19,668,752 shares are outstanding as of the record date.

• 2025 financial results included $636.6 million in revenue, a net loss of $77.1 million, and positive operating cash flow of $7.5 million.

• Adjusted EBITDA for 2025 was $76.1 million, with detailed reconciliation provided.

Voting matters and shareholder proposals

• Proposal 1: Amend the certificate of incorporation to declassify the board, moving to annual director elections by 2028.

• Proposal 2: Elect two Class II directors for terms expiring in 2029 or 2027 if declassification is approved.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Eliminate the supermajority voting requirement to amend bylaws.

• Proposal 5: Eliminate the supermajority voting requirement to amend the certificate of incorporation.

• Proposal 6: Ratify Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Six of seven directors are independent; the Chairman is independent and separate from the CEO.

• All board committees (Audit, Compensation, Nominating/Governance) are composed of independent directors.

• Board and committees meet regularly in executive session; annual board effectiveness reviews are conducted.

• Directors must tender resignations if "withheld" votes equal or exceed "for" votes in uncontested elections.

• Stock ownership guidelines require directors and executives to hold significant equity.