PROPETRO HOLDING CORP. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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

As reported by ProPetro Holding Corp. (the "Company") on a Current Report on Form 8-K on April 5, 2021, Samuel D. Sledge was appointed as President of the Company, effective April 5, 2021. Although no modifications were made to Mr. Sledge's compensation at the time of his appointment, Mr. Sledge's compensation was reviewed by the Compensation Committee of the Company's board of directors (the "Committee") at the Committee's next regularly scheduled meeting, which occurred on May 17, 2021. As a result of Mr. Sledge's appointment as President of the Company, on May 17, 2021, the Committee increased his annualized base salary from $425,000 to $475,000, effective as of April 5, 2021, and increased his target annual bonus under the Amended and Restated ProPetro Holding Corp. Executive Incentive Bonus Plan for 2021 from 75% to 100% of his annualized base salary. The Committee also designated Mr. Sledge as a "Tier 2 Executive" instead of a "Tier 3 Executive" under the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan (the "Severance Plan"). Mr. Sledge entered into a participation agreement documenting his designation as a "Tier 2 Executive" under the Severance Plan on May 19, 2021.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Severance Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference, and Mr. Sledge's participation agreement thereunder, the form of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") on May 17, 2021. At the Annual Meeting, the Company's stockholders elected each of the Company's eight director nominees to serve until the Company's 2022 Annual Meeting of Stockholders. Further, the Company's stockholders approved on an advisory basis the compensation paid to the Company's named executive officers, as disclosed in the Company's 2021 proxy statement. The Company's stockholders also approved the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2021.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 - Election of Directors.

      NOMINEES           FOR      WITHHOLD  BROKER NON-VOTES

Phillip A. Gobe 86,251,294 6,771,314 3,050,841 Spencer D. Armour III 65,417,560 27,605,048 3,050,841 Mark S. Berg 88,046,285 4,976,323 3,050,841 Anthony J. Best 88,067,144 4,955,464 3,050,841 Michele V. Choka 86,186,537 6,836,071 3,050,841 Alan E. Douglas 73,371,560 19,651,048 3,050,841 G. Larry Lawrence 92,790,807 231,801 3,050,841 Jack B. Moore 70,456,169 22,566,439 3,050,841

Proposal 2 - Approve, on a non-binding, advisory basis, the Company's named executive officers' compensation.

   FOR      AGAINST  ABSTAIN BROKER NON-VOTES
88,973,206 4,027,229 22,173     3,050,841

Proposal 3 - Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

   FOR     AGAINST ABSTAIN
95,407,396 658,951  7,102




                                       2

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.



Exhibit
 Number                             Description of Exhibit
  10.1       ProPetro Services, Inc. Second Amended and Restated Executive
           Severance Plan (incorporated by reference herein to Exhibit 10.4 to
           ProPetro Holding Corp.'s Current Report on Form 8-K, dated October 26,
           2020).

  10.2       Form of Participation Agreement pursuant to the ProPetro
           Services, Inc. Second Amended and Restated Executive Severance Plan
           (incorporated by reference to Exhibit 10.5 to ProPetro Holding Corp.'s
           Current Report on Form 8-K, dated October 26, 2020).

   104      Cover Page Interactive Data File. The cover page XBRL tags are embedded
           within the inline XBRL document (contained in Exhibit 101)




                                       3

© Edgar Online, source Glimpses