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Oil States (NYSE: OIS) holders back directors, pay plan and auditor

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

Rhea-AI Filing Summary

Oil States International, Inc. held its 2026 Annual Meeting of Stockholders on May 12, 2026. Stockholders elected two Class I directors, Lawrence R. Dickerson and Lloyd A. Hajdik, to serve until the 2029 Annual Meeting. They also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

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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 Lawrence R. Dickerson 45,025,638 votes Election as Class I director until 2029 Annual Meeting
Votes for Lloyd A. Hajdik 45,921,986 votes Election as Class I director until 2029 Annual Meeting
Say-on-pay votes For 43,130,170 votes Advisory approval of named executive officer compensation
Say-on-pay votes Against 2,886,462 votes Advisory approval of named executive officer compensation
Auditor ratification votes For 51,522,984 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Auditor ratification votes Against 42,530 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
broker non-votes financial
"For | Withheld | Broker Non-Votes Lawrence R. Dickerson | 45,025,638 | 1,039,882 | 5,563,681"
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.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company's named executive officers"
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"
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
"The 2026 Annual Meeting of Stockholders of Oil States International, Inc. was held on May 12, 2026"

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FAQ

What did Oil States International (OIS) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on electing two Class I directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026. All three management proposals received sufficient support to pass.

Which directors were elected at Oil States International’s 2026 Annual Meeting?
Stockholders elected Lawrence R. Dickerson and Lloyd A. Hajdik as Class I directors to serve until the 2029 Annual Meeting of Stockholders. Each nominee received more votes “For” than “Withheld,” indicating stockholder support for continuing their service on the board.

How did Oil States International (OIS) stockholders vote on executive compensation in 2026?
Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers with 43,130,170 votes “For,” 2,886,462 “Against,” 48,888 “Abstain,” and 5,563,681 broker non-votes. This say-on-pay result indicates overall support for the current pay program.

Was Deloitte & Touche LLP ratified as Oil States International’s auditor for 2026?
Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 51,522,984 votes “For,” 42,530 “Against,” and 63,687 “Abstain,” demonstrating strong backing for the existing audit relationship.

Were there broker non-votes in Oil States International’s 2026 stockholder meeting results?
Yes. Broker non-votes totaled 5,563,681 on the director elections and the advisory vote on executive compensation. Broker non-votes typically arise when beneficial owners do not give voting instructions on non-routine matters, but they do not count as votes against the proposals.
May 12, 20260001121484false00011214842026-05-122026-05-12

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 12, 2026

Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1633776-0476605
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

Registrant's telephone number, including area code: (713) 652-0582

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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareOISNew York Stock Exchange
NYSE Texas

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.
The 2026 Annual Meeting of Stockholders of Oil States International, Inc. (the "Company") was held on May 12, 2026 (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company (i) elected two Class I members of the Board of Directors to serve until the 2029 Annual Meeting of Stockholders, (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The voting results for each proposal were as follows:
1.    To elect two Class I members of the Board of Directors to serve until the 2029 Annual Meeting of Stockholders:
ForWithheldBroker Non-Votes
Lawrence R. Dickerson
45,025,6381,039,8825,563,681
Lloyd A. Hajdik
45,921,986143,5345,563,681
2.    To approve, on an advisory basis, the compensation of the Company's named executive officers:
ForAgainstAbstainBroker Non-Votes
43,130,1702,886,46248,8885,563,681
3.    To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
ForAgainstAbstain
51,522,98442,53063,687


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.
OIL STATES INTERNATIONAL, INC.
(Registrant)
Date:May 12, 2026By:/s/  MATTHEW E. AUTENRIETH
Matthew E. Autenrieth
Executive Vice President, Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

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