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ProFrac Holding Corp. (ACDC) shareholders approve directors, pay and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ProFrac Holding Corp. reported results from its annual stockholders meeting held on May 27, 2026. Stockholders voted on three proposals covering director elections, executive pay and auditor ratification.

Six directors were elected to one-year terms. Vote support for the nominees ranged from 148,851,274 to 150,594,220 shares, with broker non-votes of 16,152,235 on each nominee. This confirms the existing board slate for the coming year.

In a non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers, with 157,287,850 votes for, 588,648 against and 14,505 abstentions, plus 16,152,234 broker non-votes. Stockholders also ratified Grant Thornton LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 173,958,254 votes for, 16,467 against, 1,790 abstentions and 66,726 broker non-votes.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for highest-supported director 150,594,220 votes Election of director nominee Matthew Rinaldi, Proposal 1
Votes for lowest-supported director 148,851,274 votes Election of director nominee Theresa Glebocki, Proposal 1
Say-on-pay votes for 157,287,850 votes Non-binding advisory approval of executive compensation, Proposal 2
Say-on-pay votes against 588,648 votes Non-binding advisory approval of executive compensation, Proposal 2
Auditor ratification votes for 173,958,254 votes Ratification of Grant Thornton LLP, Proposal 3
Auditor ratification votes against 16,467 votes Ratification of Grant Thornton LLP, Proposal 3
broker non-votes financial
"Broker Non-Votes Matthew D. Wilks | | 150,395,384 | | 7,495,618 | | 16,152,235"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"The second proposal was to determine, in a non-binding advisory vote, to approve the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the Company’s independent"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
annual meeting of stockholders financial
"held its annual meeting of stockholders on May 27, 2026, and the Company’s stockholders"
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001881487 0001881487 2026-05-27 2026-05-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 27, 2026

 

 

 

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41388   87-2424964

(State or other jurisdiction

of incorporation)

  

(Commission 
File Number)

  

(IRS Employer 
Identification No.)

 

333 Shops Boulevard, Suite 301
Willow Park, Texas

   76087
(Address of principal executive offices)   (Zip Code)

 

(254) 776-3722

(Registrant’s telephone number, including area code)

 

Not Appliable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading 
Symbol(s)		  

Name of exchange 
on which registered

Class A common stock, par value $0.01 per share   ACDC   The Nasdaq Global Select Market
        Nasdaq Texas, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

ProFrac Holding Corp. (the “Company”) held its annual meeting of stockholders on May 27, 2026, and the Company’s stockholders of record were asked to consider and act upon three (3) proposals.

 

The first proposal was the election of six (6) individuals to serve on the board of directors of the Company for one-year terms, until the 2027 annual meeting of stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. All six (6) director nominees were elected as follows:

 

Proposal No. 1

 

Nominees for Directors  Votes For  Withheld  Broker Non-Votes
Matthew D. Wilks  150,395,384  7,495,618  16,152,235
Theresa Glebocki  148,851,274  9,039,728  16,152,235
Gerald Haddock  148,865,425  9,025,577  16,152,235
Sergei Krylov  150,473,923  7,417,079  16,152,235
Stacy Nieuwoudt  148,880,788  9,010,214  16,152,235
Matthew Rinaldi  150,594,220  7,296,782  16,152,235

 

The second proposal was to determine, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers. The votes on the proposal were as follows:

 

Proposal No. 2

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
157,287,850  588,648  14,505  16,152,234

 

The third proposal was the ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The votes on the proposal were as follows:

 

Proposal No. 3

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
173,958,254  16,467  1,790  66,726

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PROFRAC HOLDING CORP.
     
  By: /s/ Steven Scrogham
  Name: Steven Scrogham
  Title: Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

 

Date: June 1, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did ProFrac Holding Corp. (ACDC) stockholders vote on at the May 27, 2026 meeting?

Stockholders voted on three key proposals: electing six directors for one-year terms, approving a non-binding advisory resolution on named executive officer compensation, and ratifying Grant Thornton LLP as the independent registered public accountants for the fiscal year ending December 31, 2026.

Were ProFrac Holding Corp. (ACDC) director nominees elected at the 2026 annual meeting?

All six director nominees were elected to one-year terms ending at the 2027 annual meeting. Each nominee received between 148,851,274 and 150,594,220 votes for, with withheld votes and 16,152,235 broker non-votes recorded on each director candidate.

How did ProFrac Holding Corp. (ACDC) stockholders vote on executive compensation in 2026?

Stockholders approved executive compensation in an advisory vote, with 157,287,850 votes for, 588,648 against and 14,505 abstentions. There were also 16,152,234 broker non-votes, indicating broad but not unanimous support for the company’s named executive officer pay program.

Which audit firm did ProFrac Holding Corp. (ACDC) appoint for fiscal 2026?

Grant Thornton LLP was ratified as auditor for the fiscal year ending December 31, 2026. The ratification received 173,958,254 votes for, 16,467 against and 1,790 abstentions, along with 66,726 broker non-votes recorded on the auditor appointment proposal.

What are broker non-votes in ProFrac Holding Corp. (ACDC) 2026 voting results?

Broker non-votes represent shares present but not voting on certain proposals. For director elections and the advisory pay vote, 16,152,235 or 16,152,234 broker non-votes were recorded, while the auditor ratification proposal showed 66,726 broker non-votes in the final tabulation.

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