Drilling Tools International Corp
For the period ended Apr 28, 2026. Filed Mar 13, 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.
Apr 28, 2026 · Filed Mar 13, 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 (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 |
Drilling Tools International Corporation
(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 14a-6(i)(1) and 0-11 |
Drilling Tools International Corporation 10370 Richmond Avenue, Suite 1000 Houston, Texas 77042
| Notice of Annual Meeting of Stockholders Date: April 28, 2026 Time: 1:00 p.m. CT Place: Virtual Webcast | To Our Stockholders: We invite you to attend the 2026 Annual Meeting of Stockholders (including any adjournment, postponement or rescheduling thereof, the “Annual Meeting”) of Drilling Tools International Corporation, a Delaware corporation (“Drilling Tools,” “DTI” or the “Company”). You will be able to participate in and vote during the Annual Meeting which will be held via live webcast at www.virtualshareholdermeeting.com/DTI2026 on Tuesday, April 28, 2026 at 1:00 p.m. Central Time. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, which will be required to gain access to the Annual Meeting. The Annual Meeting is being held in a virtual meeting format only, via live audio webcast. This approach lowers costs and enables participation from our global community. Stockholders will not be able to attend the Annual Meeting in person. | |
|---|---|---|
| YOUR VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on April 28, 2026 | The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”): | |
| To elect the seven director nominees named in this Proxy Statement to our Board of Directors to hold office until our 2027 Annual Meeting of Stockholders. | ||
| To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | ||
| In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||
Only stockholders of record at the close of business on March 3, 2026, are entitled to receive notice of, and to vote at the meeting and any adjournments thereof. As of the record date, there were 35,188,260 shares of common stock outstanding, each entitled to one vote per share on all matters to be voted upon at the meeting. This Notice and the accompanying Proxy Statement are being mailed to stockholders as of the record date beginning on or about March 13, 2026.
If you are a registered holder and have questions about your stock ownership, you may contact our transfer agent, Continental Stock Transfer & Trust Company, atwww.continentalstock.com, cstmail@continentalstock.com, or (212) 509-4000. If you are a beneficial holder and have questions about your stock ownership, you should contact your broker. For questions regarding the Annual Meeting, the proposals, or the procedures for voting your shares, you may email InvestorRelations@drillingtools.com. If you need any assistance in voting your shares, please visitwww.proxyvote.com.
Whether or not you expect to attend the virtual meeting, we encourage you to read the Proxy Statement and vote through the Internet or by telephone, or to sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section titled “Information About Solicitation and Voting” in the accompanying Proxy Statement.
Sincerely, R. Wayne Prejean Interim Chairman of the Board, President and Chief Executive Officer
Annual Meeting of Stockholders
To Be Held on April 28, 2026
| Proxy Statement Summary | 1 |
| Information About Solicitation and Voting | 2 |
| Internet Availability of Proxy Materials | 2 |
| Forward-Looking Statements and Website References | 2 |
| Board of Directors and Committees of the Board of Directors | 3 |
| Director Independence | 6 |
| Corporate Governance Guidelines | 6 |
| Nominations Process and Director Qualifications | 10 |
| Proposal No. 1 — Election of Directors | 11 |
| Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 15 |
| Report of the Audit Committee | 17 |
| Security Ownership of Certain Beneficial Owners and Management | 18 |
| Executive Compensation | 20 |
| Director Compensation | 26 |
| Equity Compensation Plan Information | 27 |
| Certain Relationships and Related Party Transactions | 28 |
| Delinquent Section 16(a) Reports | 28 |
| Additional Information | 29 |
| Information About the Meeting | 30 |
| Other Matters | 36 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.