ProFrac (ACDC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and an employee stock purchase plan.

• Only stockholders of record as of April 14, 2025, are eligible to vote, with 160,178,432 shares outstanding.

• The company is a controlled entity, with the Wilks Parties holding approximately 88.5% of voting power.

Voting matters and shareholder proposals

• Proposals include electing six directors, a non-binding advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, and approval of the 2025 Employee Stock Purchase Plan.

• The board recommends voting FOR all proposals.

• No other shareholder proposals were received for this meeting.

• Procedures for submitting proposals for the 2026 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of six directors, three of whom are independent under Nasdaq standards.

• Leadership roles are separated between the Executive Chairman and CEO.

• The company does not have a nominating committee; principal stockholders select nominees per the Stockholders' Agreement.

• The board maintains Audit and Compensation Committees, both composed entirely of independent directors.

• Controlled company status exempts the company from certain Nasdaq governance requirements.