Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2019, the board of directors (the "Board") of ProPetro Holding Corp. (the "Company") appointed Michele V. Choka to the Board as a director, effective as of February 1, 2020. Also effective February 1, 2020, Ms. Choka was appointed to serve on the Board's Compensation Committee and Nominating and Corporate Governance Committee. The Board determined that Ms. Choka meets the independence requirements under the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and that there are no transactions between the Company and Ms. Choka that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Ms. Choka and any other person pursuant to which Ms. Choka was selected to serve as a director of the Board.

Ms. Choka will receive the standard non-employee director compensation for her service on the Board as provided in the Company's Amended and Restated Non-Employee Director Compensation Policy, which is filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2019.

In connection with Ms. Choka's appointment to the Board, the Company entered into an Indemnification Agreement with Ms. Choka (the "Indemnification Agreement") pursuant to which the Company will be required to indemnify Ms. Choka to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company and to advance her expenses incurred as a result of any proceeding against her to which she could be indemnified.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 7.01          Regulation FD Disclosure.

On December 19, 2019, the Company issued a press release announcing the appointment of Ms. Choka to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished with this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.




Item 9.01          Financial Statements and Exhibits.



(d)     Exhibits.



Exhibit
Number                             Description of Exhibit
  10.1        Form of Indemnification Agreement for Officers and Directors of
            ProPetro Holding Corp. (incorporated by reference to Exhibit 10.33 to
            ProPetro Holding Corp.'s Annual Report on Form 10-K for the year
            ended December 31, 2018).

  99.1        Press Release dated December 19, 2019




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