Patterson-UTI Energy (PTEN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to elect eleven directors, ratify the auditor, and approve executive compensation on an advisory basis.

• Proxy materials are primarily distributed electronically to support sustainability and reduce costs.

• Shareholders of record as of April 8, 2025, are entitled to vote; 385,978,013 shares outstanding.

• Key 2024 achievements include increased operating cash flow, over $400 million returned to shareholders, and successful integration of recent acquisitions.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, ratification of PricewaterhouseCoopers LLP as auditor, and advisory approval of executive compensation.

• Shareholders can submit proposals for the 2026 meeting by December 11, 2025, and have proxy access for director nominations.

Board of directors and corporate governance

• Board consists of eleven nominees with an average tenure of 6 years, average age 61, and 45% women.

• Board leadership structure separates Chairman and CEO roles, with an independent Chairman and Vice Chairman.

• Five standing committees: Executive, Audit, Compensation, Nominating and Corporate Governance, and Sustainability.

• Majority of directors are independent per Nasdaq standards; regular performance assessments and continuing education required.

• Board diversity considered in nominations; governance policy ensures balanced representation post-NexTier merger.