Nine Energy Service (NINE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 2, 2025, with key items including director elections, auditor ratification, executive compensation approval, and an amendment to the stock incentive plan.

• The Board recommends voting in favor of all proposals, including the election of two Class I directors, ratification of PricewaterhouseCoopers LLP as auditor, approval of executive compensation, and the Third Amendment to the Stock Incentive Plan.

• Only stockholders of record as of March 3, 2025, are entitled to vote; multiple voting methods are available, including online, phone, mail, and in-person.

Voting matters and shareholder proposals

• Four main proposals: election of two Class I directors, ratification of PwC as auditor, advisory approval of executive compensation, and approval of the Third Amendment to the Stock Plan.

• Board unanimously recommends voting FOR all proposals.

• Plurality voting standard for director elections; majority required for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 20, 2025.

Board of directors and corporate governance

• Board reduced from eight to six members in early 2025, with new directors Julie A. Peffer and Richard A. Burnett appointed.

• Board is divided into three classes with staggered three-year terms.

• Chairman and CEO roles are separated; current Chairman is a non-employee director.

• Majority of directors are independent per NYSE and SEC standards.

• Board committees: Audit Committee and Nominating, Governance and Compensation Committee, both fully independent.

• Board regularly reviews risk management, strategy, and succession planning.