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 each exchange on which registered
Class A Common Stock, par value $0.01
WHD
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. ☐
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
Cactus, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 17, 2022 in Houston, Texas. At that meeting, stockholders of the Company voted on and approved the proposals set forth below:
Proposal 1: To elect to the board of directors of the Company, each of the following Class II director nominees to serve until the 2025 annual meeting of stockholders.
Name of Director
Votes For
Votes Withheld
Broker Non-Votes
Joel Bender
55,854,214
14,459,363
1,793,537
Melissa Law
51,673,024
18,640,553
1,793,537
Alan Semple
39,811,588
30,501,989
1,793,537
Proposal 2: To approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Votes For
Votes Against
Abstentions
Broker Non-Votes
72,093,994
1,524
11,596
0
Proposal 3: To approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as set forth in the proxy statement for the Annual Meeting (say on pay vote). The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
69,590,675
704,462
18,440
1,793,537
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 18, 2022
By:
/s/ Stephen Tadlock
Date
Name:
Stephen Tadlock
Title:
Vice President, Chief Financial Officer and Treasurer