Form 8-K - Current report

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 30, 2024

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41388

87-2424964

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

333 Shops Boulevard, Suite 301

Willow Park, Texas

76087

(Address of principal executive offices)

(Zip Code)

(254) 776-3722

(Registrant’s telephone number, including area code)

Not Appliable

(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-(c))

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

Title of each class

Trading
Symbol(s)

Name of exchange

on which registered

Class A common stock, par value $0.01 per share

ACDC

The Nasdaq Global Select Market

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.

ProFrac Holding Corp., a Delaware corporation (the “Company”) held its annual meeting of stockholders on May 30, 2024 and the Company’s stockholders of record voted on three (3) proposals.

The first proposal was the election of six (6) individuals to serve on the board of directors of the Company for one-year terms, until the 2025 annual meeting of stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. The election of the six (6) directors was approved as follows:

Proposal No. 1

Nominees for Directors	Votes For		Withheld		Broker Non-Votes
Matthew D. Wilks		140,096,891		3,867,664		5,847,062
Theresa Glebocki		140,602,794		3,469,442		5,739,381
Gerald Haddock		140,431,176		3,641,060		5,739,381
Sergei Krylov		140,289,096		3,675,459		5,847,062
Stacy Nieuwoudt		140,800,946		3,271,290		5,739,381
James C. Randle, Jr.		140,039,806		3,924,749		5,847,062

The second proposal was to determine, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers. The votes on the proposal were as follows:

Proposal No. 2

Votes For			Votes Against				Abstentions
134,767,553				9,282,436				22,722

The third proposal was the ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024. The votes on the proposal were as follows:

Proposal No. 3

		Votes For				Votes Against				Abstentions
Ratification of Grant Thornton LLP			140,733,299				9,073,365				4,953

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.

	PROFRAC HOLDING CORP.

	By:	/s/ Steven Scrogham
	Name:	Steven Scrogham
	Title:	Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Date: May 31, 2024

Cover	May 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2024
Entity File Number	001-41388
Entity Registrant Name	ProFrac Holding Corp.
Entity Central Index Key	0001881487
Entity Tax Identification Number	87-2424964
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	333 Shops Boulevard
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Willow Park
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76087
City Area Code	254
Local Phone Number	776-3722
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	ACDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false