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FLOTEK INDUSTRIES INC/CN/

For the period ended May 15, 2026. Filed Apr 2, 2026.

View on SEC.gov

About this filing

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

FTK$24.45+10.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY STATEMENT SUMMARY

The Board of Directors (our “Board”) of Flotek Industries, Inc., (which we refer to as “Flotek,” the “Company,” “we,” “our,” or “us”) is furnishing this Proxy Statement to you over the Internet or delivering it to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions, in each case, for use at the Annual Meeting of Shareholders to be held on May 15, 2026, and at any adjournments or postponements thereof.

On or about April 2, 2026, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our shareholders, and we also will commence mailing to some of our shareholders, and make available electronically over the Internet to all of our shareholders: (1) the Notice of Annual Meeting of Shareholders and this Proxy Statement; and (2) our Annual Report on Form 10-K for the year ended December 31, 2025, which includes our audited financial statements (the “Annual Report”). If you receive your proxy materials by mail, a proxy/voting instruction card will be included.

This summary highlights information that is contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

When: Friday, May 15, 2026 at 10:00 a.m., Central Time

Where: The Company’s headquarters located at 5775 N. Sam Houston Parkway W., Suite 400, Houston, TX 77086

Who: Shareholders of record at the close of business on March 20, 2026 will be eligible to vote

What: We are asking shareholders to vote on the following three items:

Item up for VoteBoard’s Voting RecommendationPage Reference
ITEM 1: Election of seven director candidates, to serve until the next annual meeting of shareholdersFOR EACH NOMINEE20
ITEM 2: Non-binding advisory vote to approve the compensation of the Company’s Named Executive OfficersFOR31
ITEM 3: Ratification of the appointment of KPMG LLP as the Company’s independent auditor for 2026FOR50

Our Director Nominees, Board and Board Committees

Currently, the number of directors comprising our Board is set at six and will be increasing to seven in connection with the Meeting. Our Board is not classified, and all positions stand for election at each annual meeting of shareholders. The standing committees for our Board are the Audit Committee (the “Audit Committee”), the Compensation Committee (the "Compensation Committee"), the Corporate Governance & Nominating Committee (the “Governance Committee”) and the Risk & Sustainability Committee (the “Risk Committee”), designated by A, C, G and R in the table below, respectively. Mr. Agadi serves as our Non-Executive Chairman of the Board. Lisa Mayr, currently a director of the Company, having expressed her preference not to be renominated to the Board, is not being put forward as a director nominee and her term will end at the Meeting. The Board thanks her for her service and many contributions to the Company.

The following table provides summary information about our nominees for election to the Board as of March 26, 2026.

Name and Principal Occupation · Age · Independent · Director Since · Committee Membership
A · C · G · R
Harsha V. Agadi (1)632020
Chief Executive Officer of Conduent Inc.
Ryan G. Ezell472023
Chief Executive Officer of Flotek Industries, Inc.
Evan R. Farber532022ll«l
General Counsel, The Cranemere Group
Michael J. Fucci672020l«l«
Director, Acadia Healthcare Company, Inc.
Katie Hill39N/A
Former Chief Operating Officer, Vital Energy
Kevin McDonald59N/A
Founding Partner, Werner Ayers & McDonald LLP
Matthew D. Wilks432022
Executive Chairman and President, ProFrac Holding Corp.

1 Non-Executive Chairman of the Board « Chair of Committee l Member of Committee

For additional information on our directors and nominees and their qualifications, please see the section entitled “Item 1: Election of Directors—Director Nominees.”

Current Board Overview

IndependenceTenure
67% of our current directors are independent67% of our current directors have a tenure of less than 5 years, with an average tenure of 3.7 years

Current Director Skills and Experience

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.