Oil States International (OIS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, to be held virtually, with voting on four key proposals including director elections, executive compensation, auditor ratification, and an amended equity plan.

• Board recommends voting FOR all proposals; record date for voting is March 19, 2025.

• 2024 performance included $693M in revenue, $77M in adjusted EBITDA, and $46M in cash flow from operations.

• Company executed cost reductions, facility sales, and capital returns to shareholders, including $14M in stock repurchases.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until 2028.

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

• Ratification of Deloitte & Touche LLP as new independent auditor for 2025, replacing Ernst & Young.

• Approval of the Second Amended and Restated Equity Participation Plan, increasing shares authorized for equity awards by 2,770,000.

• Board unanimously recommends FOR all items.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; three female directors and one Hispanic director.

• Board committees: Audit, Compensation, and Nominating, Governance and Sustainability, all comprised of independent directors.

• Annual board and committee self-evaluations, executive sessions, and robust stock ownership guidelines for directors and executives.

• No changes to director compensation in 2024; significant portion paid in restricted stock or deferred stock units.