Leadership shifts as Cactus (NYSE: WHD) reshapes board and executives
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cactus, Inc. reported governance updates and voting results from its May 12, 2026 annual meeting. The Board elected former Caterpillar executive Tana Utley as a director and, with two directors not standing for reelection, reduced its size to eight members, including six independent directors.
The Board appointed Steven Bender, already Chief Operating Officer, as Chief Executive Officer of the Spoolable Technologies Segment. Stephen Tadlock will no longer lead that segment but continues as Executive Vice President and Chief Executive Officer of Cactus International, focusing on the company’s international joint venture business.
Stockholders elected all Class II and Class III director nominees, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved on a non-binding, advisory basis the compensation of named executive officers.
Positive
- None.
Negative
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8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Votes for Joel Bender: 73,770,282 votes
Votes for Tana Utley: 74,419,299 votes
Votes for Gary Rosenthal: 65,781,966 votes
+4 more
7 metrics
Votes for Joel Bender
73,770,282 votes
Election as Class II director at 2026 annual meeting
Votes for Tana Utley
74,419,299 votes
Election as Class II director at 2026 annual meeting
Votes for Gary Rosenthal
65,781,966 votes
Election as Class III director at 2026 annual meeting
Auditor ratification support
75,549,462 votes for
Ratification of PwC for year ending December 31, 2026
Say-on-pay support
73,305,285 votes for
Advisory vote on executive compensation at 2026 meeting
Board size
8 directors
After 2026 meeting, including six independent directors
Independent directors
6 independent members
Composition of Cactus Board following May 12, 2026 changes
Key Terms
non-binding, advisory basis, Broker Non-Votes, Regulation FD Disclosure, independent registered public accounting firm, +1 more
5 terms
non-binding, advisory basis financial
"The Company’s stockholders approved on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
Broker Non-Votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 73,305,285 | 1,137,758 | 43,298 | 1,486,982"
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.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 12, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
independent registered public accounting firm financial
"ratification of the appointment of PricewaterhouseCoopers 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.
emerging growth company regulatory
"Emerging growth company 1 Item 5.02 Departure of Directors or Certain Officers"
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.
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
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(713 ) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of May 12, 2026, the Board of Directors of Cactus, Inc. (the “Company”) appointed Steven Bender as Chief Operating Officer and Chief Executive Officer of the Spoolable Technologies Segment. Stephen Tadlock will no longer function as Chief Executive Officer of the Spoolable Technologies Segment but effective May 12, 2026, will continue to serve as the Company’s Executive Vice President and Chief Executive Officer of Cactus International.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 12, 2026 (the “Annual Meeting”). At that meeting, stockholders of the Company voted on the three proposals outlined in the Company’s Proxy Statement as set forth below:
Proposal 1: The Company’s stockholders elected to the board of directors of the Company each of the following Class II and Class III director nominees to serve until the 2027 annual meeting of stockholders.
Name of Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Joel Bender (Class II) | 73,770,282 | 658,132 | 57,927 | 1,486,982 | ||||||||||
| Alan Semple (Class II) | 72,046,953 | 2,397,484 | 41,904 | 1,486,982 | ||||||||||
| Tana Utley (Class II) | 74,419,299 | 9,894 | 57,148 | 1,486,982 | ||||||||||
| Scott Bender (Class III) | 73,753,144 | 703,573 | 29,624 | 1,486,982 | ||||||||||
| Gary Rosenthal (Class III) | 65,781,966 | 7,981,651 | 722,724 | 1,486,982 | ||||||||||
Proposal 2: The Company’s stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 75,549,462 | 330,570 | 93,291 | — | ||||||||
Proposal 3: The Company’s stockholders approved on a non-binding, advisory basis, the compensation of the Company’s named executive officers as reported in the Proxy Statement.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 73,305,285 | 1,137,758 | 43,298 | 1,486,982 | ||||||||
Item 7.01 Regulation FD Disclosure.
On May 12, 2026, the Company issued a press release announcing the election of a new director and changes in management. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release of Cactus, Inc. dated May 12, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
3
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.
| Cactus, Inc. | ||||||||
| May 12, 2026 | By: | /s/ Jay A. Nutt | ||||||
| Date | Name: | Jay A. Nutt | ||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
4
EX 99.1
 | ||
Cactus Announces Board and Executive Leadership Transitions
HOUSTON – May 12, 2026 – Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced that Ms. Tana Utley has been elected to the Company’s Board of Directors (the “Board”) at the Company’s Annual Meeting of Stockholders held May 12, 2026. Ms. Utley retired in 2022 after a 36-year career with Caterpillar Inc. (“Caterpillar”) and was an officer for Caterpillar for over 13 years of her tenure. She concluded her career at Caterpillar as Vice President of the Large Power Systems Division from 2013 through 2022. With the addition of Ms. Utley and decisions by Mr. Bruce Rothstein and Ms. Melissa Law to not stand for reelection, the Board has reduced the size of the Board to eight members, which includes six independent directors.
Additionally, the Board has appointed Steven Bender, currently Chief Operating Officer, the additional title of Chief Executive Officer of the Spoolable Technologies Segment. Steven has served as Chief Operating Officer since 2023 and served as our Vice President of Operations from 2011 through 2023. Steven is assuming leadership duties of the Spoolable Technologies Segment from Stephen Tadlock, which will allow him to focus on his duties leading the Cactus International Joint Venture.
Scott Bender, Chairman of the Board and CEO of Cactus, commented, “I am very pleased to welcome Ms. Utley to our Board as an independent director. Her global technical leadership and public company board experience make her an ideal addition to our Board and I believe we will benefit greatly from her expertise. I would also like to thank Bruce Rothstein and Melissa Law for their many contributions to the Board and wish them well in their future endeavors.
“Additionally, I would like to thank Stephen Tadlock for his leadership in integrating our Spoolable Technologies business and am pleased that he has additional capacity to continue to lead the ongoing transformation of our Cactus International business. I’m confident that Steven Bender will continue to lead the Spoolable Technologies business with a focus on executing for our customers given his extensive history in leading the operations of Cactus, which will ensure a smooth transition.”
About Cactus, Inc.
Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers and manufacturing facilities globally with an emphasis in North America and the Middle East.
Cactus, Inc.
Alan Boyd, 713-904-4669
Treasurer, Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Alan Boyd, 713-904-4669
Treasurer, Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Source: Cactus, Inc.
FAQ
What leadership changes did Cactus, Inc. (WHD) announce on May 12, 2026?
Cactus appointed Steven Bender as Chief Operating Officer and Chief Executive Officer of the Spoolable Technologies Segment. Stephen Tadlock stopped leading that segment but continues as Executive Vice President and Chief Executive Officer of Cactus International, focusing on the company’s international joint venture operations.
Who was elected to the Cactus, Inc. (WHD) Board of Directors at the 2026 annual meeting?
Stockholders elected Tana Utley to the Board, along with reelecting several Class II and Class III directors. With Ms. Utley joining and two directors not standing for reelection, the Board now has eight members in total, six of whom are independent directors.
How did Cactus, Inc. (WHD) stockholders vote on auditor ratification for 2026?
Stockholders approved the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 75,549,462 shares for, 330,570 against, and 93,291 abstentions, with no broker non-votes recorded on this proposal.
What were the Cactus, Inc. (WHD) 2026 say-on-pay voting results?
Stockholders approved, on a non-binding, advisory basis, the compensation of named executive officers. The advisory vote recorded 73,305,285 shares for, 1,137,758 against and 43,298 abstentions, with 1,486,982 broker non-votes, indicating overall support for the disclosed executive pay program.
Did Cactus, Inc. (WHD) change the size or composition of its Board in 2026?
Yes. With the election of Tana Utley and decisions by Bruce Rothstein and Melissa Law not to stand for reelection, the Board reduced its size to eight members. Of these eight directors, six qualify as independent members under applicable standards.
What information did Cactus, Inc. (WHD) furnish under Regulation FD in this 8-K?
Cactus furnished a press release as Exhibit 99.1 announcing the election of a new director and management changes. The company stated this information is furnished, not filed, under the Exchange Act and is not automatically incorporated into Securities Act or Exchange Act registration statements.