Shareholders back RPC Inc (NYSE: RES) directors, auditor and incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RPC, Inc. reported results of its 2026 Annual Meeting and updated a prior disclosure about director roles. Gary Kolstad, previously elected as an independent director, was appointed to the Board’s Human Capital Management and Compensation Committee and the Audit Committee, and will chair the Human Capital Management and Compensation Committee.

Stockholders elected ten director nominees and ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026. They also gave advisory approval to the company’s executive compensation program, approved and ratified prior grants of performance stock units to the Chief Executive Officer and the Executive Chairman, and approved amendments to the 2024 Stock Incentive Plan. These votes collectively affirm the company’s current leadership, compensation structure, and equity incentive framework.

8-K Event Classification

2 items: 5.02, 5.07

2 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.

Key Figures

Auditor ratification – For votes: 202,026,703 votes Say-on-pay – For votes: 190,731,370 votes CEO PSU grants – For votes: 192,362,100 votes +4 more

7 metrics

Auditor ratification – For votes 202,026,703 votes Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026

Say-on-pay – For votes 190,731,370 votes Non-binding advisory vote on executive compensation at 2026 Annual Meeting

CEO PSU grants – For votes 192,362,100 votes Approval and ratification of previous performance stock unit grants to Chief Executive Officer

Executive Chairman PSU grants – For votes 192,349,217 votes Approval and ratification of previous performance stock unit grants to Executive Chairman

2024 Stock Incentive Plan amendments – For votes 142,609,503 votes Approval of amendments to 2024 Stock Incentive Plan

Director Susan R. Bell – For votes 197,093,140 votes Election as director at 2026 Annual Meeting

Director Gary Kolstad – For votes 197,434,616 votes Reelection as director at 2026 Annual Meeting

Key Terms

Human Capital Management and Compensation Committee, Audit Committee, non-binding vote on executive compensation, performance stock units, +2 more

6 terms

Human Capital Management and Compensation Committee financial

"appointed by the Board to serve on the Human Capital Management and Compensation Committee and the Audit Committee"

Audit Committee financial

"appointed by the Board to serve on the Human Capital Management and Compensation Committee and the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

non-binding vote on executive compensation financial

"held a non-binding vote on executive compensation; (iv) approved and ratified certain previous grants"

performance stock units financial

"approved and ratified certain previous grants of performance stock units to our Chief Executive Officer"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

2024 Stock Incentive Plan financial

"approved certain amendments to the Company’s 2024 Stock Incentive Plan"

Broker Non-Vote financial

Understanding 8-K Material Events →

04/30/2026 - 04:13 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

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8726

58-1550825

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (404) 321-2140

N/A

(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 (see General Instruction A.2. below):

¨	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, $0.10 par value		RES		New York Stock Exchange

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.

On July 14, 2025, RPC, Inc. (the “Company”) filed a Form 8-K to report that Gary Kolstad had been appointed to the Board as an independent director. At that time, the Company did not know on what, if any, standing Board committees Mr. Kolstad would serve. On April 28, 2026, Mr. Kolstad was reelected to the Board at the 2026 Annual Meeting of stockholders and was subsequently appointed by the Board to serve on the Human Capital Management and Compensation Committee and the Audit Committee of the Board. He will serve as the Chairman of the Human Capital Management and Compensation Committee. The July 14, 2025 Form 8-K is hereby amended to reflect this information.

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

The 2026 Annual Meeting of Stockholders of the Company was held on April 28, 2026. At the Annual Meeting the stockholders of the Company (i) elected ten Nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) held a non-binding vote on executive compensation; (iv) approved and ratified certain previous grants of performance stock units to our Chief Executive Officer; (v) approved and ratified certain previous grants of performance stock units to our Executive Chairman; and (vi) approved certain amendments to the Company’s 2024 Stock Incentive Plan.

The voting results for each proposal are as follows:

To elect ten Nominees to the Board of Directors:

	For		Against		Abstain		Broker Non-Vote
Director Nominees:
Susan R. Bell		197,093,140		1,414,564		83,313		10,667,743
Patrick J. Gunning		179,174,443		19,345,813		70,761		10,667,743
Richard A. Hubbell		181,429,761		17,090,527		70,728		10,667,744
Gary Kolstad		197,434,616		1,085,641		70,760		10,667,743
Amy R. Kreisler		168,118,985		30,107,361		364,671		10,667,743
Stephen E. Lewis		197,343,897		1,176,261		70,860		10,667,742
Ben M. Palmer		178,317,129		15,657,742		4,616,146		10,667,743
Timothy C. Rollins		171,595,685		26,924,573		70,760		10,667,742
Wesley N. Slagle		177,149,967		16,824,870		4,616,182		10,667,741
John F. Wilson		176,797,400		21,722,833		70,785		10,667,742

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes with respect to this proposal:

For				Against				Abstain
	202,026,703				7,139,463				92,594

-2-

To hold a non-binding vote on executive compensation:

For				Against				Abstain				Broker Non-Vote
	190,731,370				7,647,225				212,420				10,667,745

Intentionally left blank.

To approve and ratify certain previous grants of performance stock units to our Chief Executive Officer:

For				Against				Abstain				Broker Non-Vote
	192,362,100				5,227,438				61,726				11,607,496

To approve and ratify certain previous grants of performance stock units to our Executive Chairman:

For				Against				Abstain				Broker Non-Vote
	192,349,217				5,232,749				69,299				11,607,495

To approve certain amendments to the Company’s 2024 Stock Incentive Plan:

For				Against				Abstain				Broker Non-Vote
	142,609,503				54,634,966				406,797				11,607,494

-3-

SIGNATURES

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

	RPC, Inc.

Date: April 30, 2026	/s/ Michael L. Schmit
	Michael L. Schmit
	Vice President,
	Chief Financial Officer and Treasurer

-4-

Source: View Original Filing on SEC EDGAR

FAQ

What board committee roles did Gary Kolstad receive at RPC, Inc. (RES)?

Gary Kolstad was appointed to RPC, Inc.’s Human Capital Management and Compensation Committee and its Audit Committee. He will also serve as Chairman of the Human Capital Management and Compensation Committee following his reelection at the 2026 Annual Meeting of stockholders.

How many directors were elected at RPC, Inc. (RES)’s 2026 Annual Meeting?

Stockholders elected ten director nominees to the RPC, Inc. Board at the 2026 Annual Meeting. The detailed voting results for each nominee showed strong support, with each candidate receiving significantly more votes “For” than “Against” or “Abstain,” alongside broker non-votes.

Which auditor did RPC, Inc. (RES) stockholders ratify for fiscal 2026?

Stockholders ratified Grant Thornton LLP as RPC, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 202,026,703 votes “For,” 7,139,463 votes “Against,” and 92,594 “Abstain,” confirming continued engagement with that audit firm.

What did RPC, Inc. (RES) stockholders decide on executive compensation in 2026?

Stockholders held a non-binding vote on executive compensation and supported the company’s pay program. The advisory proposal received 190,731,370 votes “For,” 7,647,225 “Against,” 212,420 “Abstain,” and 10,667,745 broker non-votes, indicating broad shareholder backing of management’s compensation structure.

Did RPC, Inc. (RES) stockholders approve prior performance stock unit grants?

Stockholders approved and ratified previous performance stock unit grants to the Chief Executive Officer and the Executive Chairman. Each proposal drew substantial “For” votes relative to “Against” and “Abstain,” reinforcing support for these equity-based incentives tied to leadership performance.

Were changes to RPC, Inc. (RES)’s 2024 Stock Incentive Plan approved?

Yes. Stockholders approved amendments to RPC, Inc.’s 2024 Stock Incentive Plan. The proposal received 142,609,503 votes “For,” 54,634,966 “Against,” 406,797 “Abstain,” and 11,607,494 broker non-votes, allowing the company to continue using the updated equity incentive framework.

Filing Exhibits & Attachments

3 documents