ProPetro Holding Corp
For the period ended Apr 23, 2024. Filed Mar 21, 2024.
View on SEC.govAbout 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.
Apr 23, 2024 · Filed Mar 21, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 (Amendment No. )
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 under §240.14a-12
ProPetro Holding Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
2023 AT A GLANCE
| | 1 | | | Bolt-on acquisition to support growth of our cementing division | |
|---|
| | 2 | | | First Two FORCESM Electric Fleets Deployed Under Committed Customer Agreements | |
|---|
| | 7 | | | Tier IV Dynamic GasBlending (“DGB”) Fleets Deployed | |
|---|
| | 1 | | | Published Inaugural ProPetro ProEnergy ProPeople Sustainability Report | |
|---|
| | | | OPTIMIZE AND INDUSTRIALIZE | |
|---|---|---|---|---|
| | | | CAPITAL LIGHT ASSET TRANSITION | |
| | | | STRATEGIC EXECUTION | |
| | ProPetro Holding Corp. (NYSE) is a Midland, Texas-based provider of premium completion services to leading upstream oil and gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources. The Company was founded in 2005. In 2010, management strategically focused the Company’s efforts on establishing a best-in-class hydraulic fracturing platform targeting the Permian Basin. In 2017, we consummated the initial public offering of shares of our common stock. Our fleet has been designed to handle the highest-intensity, most complex hydraulic fracturing jobs. By successfully serving some of the largest and most demanding public and private E&P operating companies, we have established ourselves as a premium completion services company. | |
|---|
| | UNIQUELY POSITIONED FOR SUCCESS | |
|---|
| | | | | | | | | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Permian Focus | | | Blue Chip Customers | | | Superior Performance | | | Sustainable Future | |
| | Positioned in a low-cost basin with sector-leading operating scale | | | Large drilling inventories and sizeable rig programs | | | Consistently outperforming the competition on location and serving as an efficient completions partner | | | Investing in lower emissions equipment to reduce our carbon footprint | |
| | | | | | | | | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Capital Discipline | | | Safety Culture | | | Technology | | | Social & Governance | |
| | Strong balance sheet; disciplined capital allocation and asset deployment | | | Full year 2023 Total Recordable Incident Rate of 0.68 | | | Focused on technological improvements to optimize our performance | | | Continued investment in our community and commitment to strong governance | |
| | | | | ProPetro Holding Corp.303 W. Wall Street, Suite 102 Midland, Texas 79701 | |
|---|
| | Message from Our Chief Executive Officer | |
|---|
SAMUEL D. SLEDGE
Chief Executive Officer and Director
Dear Stockholders,
2023 was a year of challenges and opportunities. Thanks to the hard work of our team throughout 2023, we improved profitability, executed a disciplined approach to asset deployment, successfully pursued accretive growth, and implemented a sustainable capital allocation plan. We have transformed ProPetro into a leading dual-fuel and electric frac provider with a complement of premium completion services, primarily offered in the Permian Basin. Our continued strategic and operational execution as well as our ongoing investment in upgrading and transitioning our fleet and service offerings, including the deployment of our first two electric FORCESM fleets to customers under contracts, support the conviction we have that our strategy will continue to make our business resilient through the cycles and position us for success in a disciplined market.
| | 2023 BUSINESS HIGHLIGHTS | |
|---|
We saw significant improvement in our financial performance compared to 2022 with revenues growing 27% to $1.63 billion and net income increasing to $86 million versus $2 million in 2022.
As part of our disciplined and sustainable capital allocation plan, we initiated a share repurchase program, and repurchased and retired approximately 5.8 million shares, representing approximately 5% of our outstanding common stock at the time the plan commenced in May 2023.
We continued the execution of our fleet transition, deploying our first two FORCESM fleets and we expect two additional FORCESM fleets to be deployed in the first half of 2024.
The FORCESM electric fleet deployments, along with our Tier IV DGB Dual-fuel fleets will represent approximately 65% of our hydraulic fracturing capacity.
Realized continued benefits from our optimization program which supported lower capital expenditures and our capital returns program in 2023 and is expected to support further reduced capital expenditures in 2024.
We published our first ProPetro ProEnergy ProPeople Sustainability Report.
We completed another accretive acquisition, adding strong teammates and expanding our cementing services into the Delaware Basin.
Message from Our Chief Executive Officer
| | Thanks to the hard work of our team throughout 2023, we have significantly advanced our strategy to industrialize the business and are confident that ProPetro is well-positioned to execute on the many value-enhancing opportunities in 2024 and beyond. | |
|---|
| | LOOKING AHEAD | |
|---|
2023 showed again the strength and operational excellence of our team. As we look ahead to 2024, we expect the service sector to remain bifurcated and that demand for top tier service providers like ProPetro will remain strong. Our industry and sector remain in transition, but despite a disciplined and consolidating customer base and a low-to-no-growth market, demand for our service offerings has remained strong. We believe ProPetro is uniquely positioned to deliver high-quality service to our blue-chip customers at competitive rates, through our young, next-generation equipment offering and operational density in the Permian Basin.
The world continues to need reliable, cost-effective, efficient and secure sources of energy, and our track record of performance and continuing investment in our fleet will position us to be a go-to service provider for our customers.
As we continue to optimize and industrialize our business, modernize our fleet, and seek opportunistic transactions in line with our commitment to disciplined capital deployment, we are confident in our strategy and earnings potential. The industrialized model ProPetro has implemented will support our ability to continue to build a durable business and to produce benefits for years to come.
| | 2024 ANNUAL MEETING | |
|---|
Thank you for your continued support of ProPetro. We look forward to you joining us at our annual meeting of stockholders on April 23, 2024.
Sincerely,
Samuel D. Sledge
Chief Executive Officer and Director
March 21, 2024
| | | | | ProPetro Holding Corp.303 W. Wall Street, Suite 102Midland, Texas 79701 | |
|---|
| | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS | |
|---|
Dear Stockholders,
We cordially invite you to attend the 2024 annual meeting of stockholders of ProPetro Holding Corp.
| When | |
|---|---|
| April 23, 202410:00 a.m. Central Time | |
| Where | |
|---|---|
| 2518 FM 307Midland, Texas 79706 | |
| Record Date | |
|---|---|
| Stockholders who owned our common stock at the close of business on February 26, 2024 are entitled to notice of, and to vote at, the annual meeting, or any continuation, postponement, or adjournment thereof. | |
| | | Items of Business | | |
|---|---|---|---|---|
| | | 1 Election of nine director nominees to serve for a one-year term 2 Approval, on an advisory basis, of the compensation of our named executive officers 3 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2024 4 Transaction of such other business as may properly come before the meeting | | |
| How to Vote | | | | |
|---|---|---|---|---|
| YOUR VOTE IS IMPORTANT. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting. You may revoke your proxy if you so desire at any time before it is voted. Have your Notice, proxy card or voting instruction form with your 11-digit control number and follow the instructions. | | |||
| | | | | INTERNET | | | TELEPHONE | | | MOBILE DEVICE | | | | | AT THE MEETING | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | REGISTERED HOLDERS | | | www.AALVote.com/PUMP, 24/7 | | | Call1 (866) 804-9616(toll-free), 24/7 | | | Scan the QR code | | | Sign, date and mail the proxy card, which you received by mail, using the postage-paid envelope provided | | | Attend the annual meeting and cast your ballot | |
| | BENEFICIAL OWNERS (HOLDERS IN STREET NAME) | | | Follow the instructions provided by your broker, bank or other nominee | | | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available | | | To attend the annual meeting, you will need proof of ownership and a legal proxy from your broker, bank or other nominee | | ||||||
| | DEADLINE | | | 11:59 p.m. Eastern Time on April 22, 2024, if you are a registered holder | | | If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee | |
|---|
A stockholders’ list will be available at our offices at 303 W. Wall Street, Suite 102, Midland, Texas 79701 for a period of ten days prior to the meeting. We hope that you will be able to attend the meeting in person.
| | | | | |
|---|---|---|---|---|
| | | This notice and the accompanying proxy statement, proxy card and our 2023 Annual Report on Form 10-K are first being mailed to stockholders on or about March 21, 2024. The proxy statement and our 2023 Annual Report on Form 10-K are also available athttp://www.viewproxy.com/propetro/2024 | | |
| | | | By Order of the Board of Directors, John J. Mitchell General Counsel and CorporateSecretaryMarch 21, 2024 | |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.