Flotek Industries (NYSE: FTK) shareholders approve board, pay and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Flotek Industries, Inc. reported the results of its annual shareholder meeting. Shareholders elected all seven director nominees, approved the company’s executive compensation on a non-binding advisory basis, and ratified KPMG LLP as independent auditor for 2026.

A total of 27,175,681 common shares were represented in person or by proxy, equal to 75.1% of shares entitled to vote as of the March 20, 2026 record date, indicating strong participation in the company’s governance decisions.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented at meeting: 27,175,681 shares Voting participation: 75.1% Say-on-pay votes for: 23,681,102 votes +3 more

6 metrics

Shares represented at meeting 27,175,681 shares Common stock present in person or by proxy at annual meeting

Voting participation 75.1% Percentage of outstanding common stock entitled to vote as of March 20, 2026

Say-on-pay votes for 23,681,102 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 275,263 votes Advisory compensation proposal opposition

Auditor ratification votes for 27,040,174 votes Ratification of KPMG LLP as independent auditor for 2026

Director Ezell votes for 23,892,958 votes Election of director nominee Ryan G. Ezell

Key Terms

broker non-votes, non-binding, advisory basis, independent auditor, record date

4 terms

broker non-votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

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 basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

independent auditor financial

"ratified the appointment of KPMG, LLP as the Company’s independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

record date financial

"entitled to vote as of March 20, 2026, the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

05/15/2026 - 04:02 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

May 15, 2026

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-13270	90-0023731
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5775 N. Sam Houston Parkway W., Suite 400, Houston, TX, 77086

(Address of principal executive office and zip code)

(713) 849-9911

(Registrant’s telephone number, including area code)

(Not applicable)

(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-4(c))

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


Title of each class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock, $0.0001 par value	FTK	NYSE

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

On May 15, 2026, Flotek Industries, Inc. (the “Company”) held its annual meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (1) elected all seven director candidates, (2) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and (3) ratified the appointment of KPMG, LLP as the Company’s independent auditor for 2026.

A total of 27,175,681 shares of common stock of the Company attended the Meeting by proxy or in person, representing 75.1% of the Company’s outstanding common stock entitled to vote as of March 20, 2026, the record date. The results of the voting were as follows:

Item 1: Election of Directors.


Nominee	For	Against	Abstain	Broker Non-Votes
Harsha V. Agadi	23,790,803	174,144	9,334	3,201,400
Ryan G. Ezell	23,892,958	72,800	8,523	3,201,400
Evan R. Farber	23,459,901	505,376	9,004	3,201,400
Michael Fucci	23,592,112	373,163	9,006	3,201,400
Katie Hill	23,886,390	82,858	5,033	3,201,400
Kevin M. McDonald	23,888,701	77,226	8,354	3,201,400
Matt D. Wilks	23,852,353	84,169	37,759	3,201,400

Item 2: Advisory vote to approve named executive officer compensation.


For	Against	Abstain	Broker Non-Votes
23,681,102	275,263	17,916	3,201,400

Item 3: Ratification of appointment of KPMG LLP as independent auditor for 2026.


For	Against	Abstain	Broker Non-Votes
27,040,174	130,313	5,194	N/A

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.


	FLOTEK INDUSTRIES, INC.
Date: May 15, 2026	/s/ Bond Clement
	Name:	Bond Clement
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Flotek Industries (FTK) shareholders approve at the 2026 annual meeting?

Shareholders elected all seven director nominees, approved executive pay on a non-binding advisory basis, and ratified KPMG LLP as independent auditor for 2026. These actions confirm the existing board, compensation approach, and audit firm for the coming year.

How many Flotek Industries (FTK) shares were represented at the 2026 meeting?

A total of 27,175,681 common shares were represented in person or by proxy. This equaled 75.1% of outstanding common stock entitled to vote as of March 20, 2026, indicating a relatively high level of shareholder participation.

How did Flotek Industries (FTK) shareholders vote on executive compensation?

Shareholders approved the named executive officers’ compensation on a non-binding, advisory basis with 23,681,102 votes for, 275,263 against, and 17,916 abstentions. There were 3,201,400 broker non-votes recorded on this advisory pay resolution.

Was KPMG LLP ratified as Flotek Industries (FTK) auditor for 2026?

Yes. The ratification of KPMG LLP as independent auditor for 2026 received 27,040,174 votes for, 130,313 against, and 5,194 abstentions. There were no broker non-votes recorded for this auditor ratification proposal.

Did all Flotek Industries (FTK) director nominees receive enough votes to be elected?

All seven director nominees received more votes for than against, so each was elected. For example, nominee Ryan G. Ezell received 23,892,958 votes for, 72,800 against, 8,523 abstentions, and 3,201,400 broker non-votes reported on his election.

What was the record date for voting at Flotek Industries (FTK) 2026 annual meeting?

The record date for determining shareholders entitled to vote was March 20, 2026. Shareholders of record on that date could vote, and 27,175,681 shares were ultimately represented at the annual meeting in person or by proxy.

Filing Exhibits & Attachments

4 documents