ProPetro : Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (Form 8-K)

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.

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

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