FLOTEK INDUSTRIES INC/CN/
For the period ended May 15, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
FLOTEK INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
Notice of Annual Meeting of Shareholders
To be Held Friday, May 15, 2026 at 10:00 a.m. Central Time
Dear Fellow Shareholders,
The 2026 Annual Meeting of Shareholders (the “Meeting”) of Flotek Industries, Inc. (“Flotek,” “we,” “our,” “us,” or the “Company”) will be held at 10:00 a.m., Central Time, on Friday, May 15, 2026 at the Company’s headquarters, located at 5775 N. Sam Houston Parkway W., Suite 400, Houston, TX 77086. At the Meeting, shareholders will be asked to consider and vote on the following items:
To elect seven (7) directors to serve until the next annual meeting of shareholders;
To conduct a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers; and
To ratify the appointment of KPMG LLP as the Company’s independent auditor for 2026.
The accompanying Proxy Statement more fully describes these matters. Shareholders will also transact any other business that may be properly presented at the Meeting. At this time, we have not received notice of any other matter that may be properly presented at the Meeting. Only shareholders of record at the close of business on March 20, 2026 are entitled to notice and to vote at the Meeting or any adjournments, postponements or continuation thereof.
We are furnishing proxy materials to our shareholders over the Internet. On or about April 2, 2026, we intend to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) on how to access proxy materials and our 2025 Annual Report on Form 10-K (the “2025 Annual Report”), how to vote, and how to obtain a paper copy of the proxy materials. You will need the control number printed on your Notice, proxy card or voting instruction card in order to vote. A list of shareholders of record will be available during the Meeting for inspection by shareholders for any legally valid purpose relating to the Meeting.
Your vote is very important regardless of how many shares you own. We urge you to review the proxy materials and vote as soon as possible. Even if you plan to attend the Meeting, please vote by mail, telephone or Internet voting systems. Specific directions for submitting your vote are included in the accompanying Proxy Statement. Even if you have submitted your proxy, you may still vote in person if you attend the Meeting. This Notice of Annual Meeting of Shareholders, the Proxy Statement and the 2025 Annual Report are available free of charge at the “Investor Relations” section of our website at https://ir.flotekind.com/sec-filings.
On behalf of the Board and the executive team of the Company, I thank you for your support and participation.
By Order of the Board of Directors,
Christina M. Ibrahim
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate
Secretary
April 2, 2026
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY 1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING 5
CORPORATE GOVERNANCE 9
ITEM 1: ELECTION OF DIRECTORS 20
Director Nominees 21
Director Compensation 28
Security Ownership of Certain Beneficial Owners, Executive Officers and Directors 29
ITEM 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 31
Compensation Overview and Strategy 33
Executive Officers 34
2025 Executive Officer Compensation 36
Employment Agreements; Terminations and Change-in Control Arrangements 42
Other Policies, Guidelines and Practices Related to Executive Compensation 43
Summary Compensation Table 44
Outstanding Equity Awards 45
Pay Versus Performance (PVP) 46
ITEM 3: RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM 50
OTHER MATTERS 53
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.