Drilling Tools (DTI) details 2026 board elections and auditor vote

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Drilling Tools International Corporation reported the results of its 2026 Annual Meeting of Stockholders held on April 28, 2026. Stockholders elected or reelected seven directors, including Ira H. Green, Jr., Daniel J. Kimes and Jeremy D. Thigpen, to serve until the 2027 annual meeting.

R. Wayne Prejean, the company’s President and Chief Executive Officer, began serving as Chairman of the Board at the conclusion of the meeting, while John D. “Jack” Furst commenced service as Lead Independent Director. Former directors Thomas M. “Roe” Patterson and C. Richard Vermillion left the Board after deciding not to stand for reelection, with their decisions stated as unrelated to any disagreement with the company.

Stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026. A total of 18,789,793 common shares, representing approximately 53.39% of the 35,188,260 shares entitled to vote, were present in person or by proxy.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 18,789,793 shares Shares entitled to vote: 35,188,260 shares Voting participation rate: 53.39% +3 more

6 metrics

Shares represented at meeting 18,789,793 shares Common shares present in person or by proxy at 2026 annual meeting

Shares entitled to vote 35,188,260 shares Common shares issued and outstanding entitled to vote at 2026 annual meeting

Voting participation rate 53.39% Percentage of shares entitled to vote that were present or by proxy

Auditor ratification votes for 18,776,126 votes Votes for ratification of Grant Thornton LLP for fiscal year 2026

Auditor ratification votes against 12,368 votes Votes against ratification of Grant Thornton LLP for fiscal year 2026

Auditor ratification abstentions 1,299 votes Abstentions on ratification of Grant Thornton LLP for fiscal year 2026

Key Terms

Lead Independent Director, Emerging growth company, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Lead Independent Director financial

"designated John D. “Jack” Furst to serve as Lead Independent Director"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

Emerging growth company regulatory

"Emerging growth company Effective as of the conclusion of the 2026 Annual Meeting"

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.

independent registered public accounting firm financial

"Ratification of the appointment of Grant Thornton LLP as Drilling Tools’ independent registered public accounting firm for fiscal year 2026"

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.

broker non-votes financial

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.

Annual Meeting of Stockholders financial

"Effective as of the conclusion of the 2026 Annual Meeting of Stockholders"

Understanding 8-K Material Events →

05/01/2026 - 04:15 PM

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): April 28, 2026

DRILLING TOOLS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-41103	87-2488708
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10370 Richmond Avenue, Suite 1000

Houston, Texas

77042

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (832) 742-8500

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-4(c))

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


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common stock, par value $0.0001 per share	DTI	The Nasdaq Stock Market 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the conclusion of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Drilling Tools International Corporation (the “Company,” “Drilling Tools” or “DTI”), held on April 28, 2026, Ira H. Green, Jr., Daniel J. Kimes and Jeremy D. Thigpen were elected and R. Wayne Prejean, Curtis L. Crofford, John D. Furst, and Eric Neuman were reelected to serve as directors of the Company, each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The information required by Items 401(b), 401(d) and 404(a) of Regulation S-K with respect to Messrs. Green, Kimes, Thigpen, Prejean, Crofford, Furst, and Neuman is incorporated herein by reference from the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on March 13, 2026.

As previously disclosed, on January 26, 2026, the Board of Directors (the “Board”) appointed R. Wayne Prejean, the Company’s President and Chief Executive Officer and then-current Interim Chairman of the Board, to serve as Chairman of the Board, effective as of the conclusion of the Annual Meeting. Effective as of the conclusion of the Annual Meeting on April 28, 2026, Mr. Prejean commenced service as Chairman of the Board while continuing to serve as the Company’s President and Chief Executive Officer.

As previously disclosed, on January 26, 2026, the Board also designated John D. “Jack” Furst to serve as Lead Independent Director, effective as of the 2026 Annual Meeting and subject to his reelection to the Board. Effective as of the conclusion of the Annual Meeting on April 28, 2026, Mr. Furst commenced service as the Board’s Lead Independent Director.

On April 28, 2026, in connection with the Annual Meeting and the expiration of their current terms, Thomas M. “Roe” Patterson and C. Richard Vermillion ceased serving as directors of the Company. As previously disclosed, on December 16, 2025, Mr. Patterson informed the Board of his decision not to seek reelection to the Board, effective concurrently with the Company’s next annual meeting of stockholders, and Mr. Patterson’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As previously disclosed, on January 26, 2026, Mr. Vermillion informed the Board of his decision not to seek reelection to the Board, effective concurrently with the Company’s next annual meeting of stockholders, and Mr. Vermillion’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting was held on April 28, 2026. At the Annual Meeting, 18,789,793 shares of the Company’s common stock, par value $0.0001 per share, or approximately 53.39%, of the 35,188,260 issued and outstanding shares entitled to vote at the Annual Meeting were present in person or by proxies.

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		WITHHELD		BROKER NON-VOTES
Curtis L. Crofford		7,540,574		3,855,450		7,393,769
John D. ‘‘Jack’’ Furst		7,677,322		3,718,702		7,393,769
Ira H. Green, Jr.		8,943,855		2,452,169		7,393,769
Eric C. Neuman		8,944,169		2,451,855		7,393,769
Daniel J. Kimes		8,940,961		2,455,063		7,393,769
R. Wayne Prejean		8,527,434		2,868,590		7,393,769
Jeremey D. Thigpen		8,944,277		2,451,747		7,393,769

Proposal 2 – Ratification of the appointment of Grant Thornton LLP as Drilling Tools’ independent registered public accounting firm for fiscal year 2026.


FOR	AGAINST	ABSTAIN
18,776,126	12,368	1,299

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, not shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

SIGNATURE

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.

Dated: May 1, 2026


DRILLING TOOLS INTERNATIONAL CORPORATION

By:		/s/ David R. Johnson
		David R. Johnson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Drilling Tools International (DTI) stockholders approve at the 2026 annual meeting?

Stockholders elected or reelected seven directors and ratified Grant Thornton LLP as independent auditor for 2026. The meeting confirmed board leadership roles and reflected majority support for the proposed governance and audit items.

Who are the key board leaders at Drilling Tools International (DTI) after the 2026 meeting?

R. Wayne Prejean serves as Chairman of the Board and continues as President and CEO, while John D. “Jack” Furst serves as Lead Independent Director. Both roles became effective at the conclusion of the April 28, 2026 annual meeting.

How many Drilling Tools International (DTI) shares were represented at the 2026 annual meeting?

A total of 18,789,793 common shares were present in person or by proxy, out of 35,188,260 shares entitled to vote. This represented approximately 53.39% of the company’s outstanding common stock at the record date for the meeting.

Which directors did Drilling Tools International (DTI) stockholders elect or reelect in 2026?

Stockholders elected Ira H. Green, Jr., Daniel J. Kimes and Jeremy D. Thigpen, and reelected R. Wayne Prejean, Curtis L. Crofford, John D. “Jack” Furst and Eric C. Neuman. Each director will serve until the 2027 annual meeting and until a successor is elected.

Did any directors leave the Drilling Tools International (DTI) board at the 2026 annual meeting?

Thomas M. “Roe” Patterson and C. Richard Vermillion ceased serving as directors at the meeting’s conclusion after choosing not to seek reelection. The company notes each decision was not due to any disagreement regarding operations, policies or practices.

Who is Drilling Tools International’s (DTI) independent auditor for fiscal year 2026?

Stockholders ratified the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026. Voting on this proposal showed strong support, with substantially more votes cast for ratification than against or abstaining.

Filing Exhibits & Attachments

3 documents