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KLX Energy Services Holdings, Inc.

For the period ended May 9, 2024. Filed Mar 25, 2024.

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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 9, 2024 · Filed Mar 25, 2024

KLXE$1.00+4.3%Stored close · as of Nov 6, 2026
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Contents

Appendix D

Additions to the Amended and Restated Certificate of Incorporation pursuant the Charter Supermajority Amendment contemplated by Proposal 5 are indicated below by bold, underlined text and deletions contemplated thereby are indicated below bystrike-out text. The full text of the Company’s currently applicable Amended and Restated Certificate of Incorporation was filed as an exhibit to the Company’s Quarterly Report on Form 10-K filed with the SEC on September 8, 2020.

The proposed Charter Supermajority Amendment changes to Article X are set forth below:

(2) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, and in addition to any affirmative vote of the holders of any particular class of stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of at least sixty-six andtwo-thirds percent (66 2/3%)a majority of the voting power of the then-outstanding voting stock of the Corporation, voting together as a single class, shall be required for our stockholders to amend, repeal or adopt any provisions of this Certificate of Incorporation inconsistent with Article V, paragraphs (2) and (4) of Article VII, or this Article X of this Certificate of Incorporation.

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE ACKPACK 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 000001 ADD ADD 3 2 Your vote matters – here’s how to vote! ADD ADD 5 4 You may vote online or by phone instead of mailing this card. MMMMMMMMM ADD 6 Online Go to www.investorvote.com/KLXE or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/KLXE. 2024 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Vote on Proposals — The Board of Directors unanimously recommends a vote FOR Proposals 1, 3 and 5 – 7, FOR the nominees listed in Proposal 2, and for 1 YEAR on Proposal 4. + For Against Abstain 1. To approve an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”) to declassify the Board; 2. To elect two Class III Directors, each for a term that expires at the 2027 Annual Meeting of Stockholders (or until the 2025 Annual Meeting of Stockholders if Proposal 1 is approved and the Declassification Amendment (as defined in the enclosed proxy statement) is filed and becomes effective as described in the enclosed proxy statement) and until such director’s successor is duly elected or qualified; For Withhold For Withhold 01 - Thomas P. McCaffrey 02 - Corbin J. Robertson, Jr. For Against Abstain 1 Year 2 Years 3 Years Abstain 3. To approve, on an advisory, non-binding basis, the 4. To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers; frequency of future advisory votes on the compensation of the Company’s named executive officers; For Against Abstain 5. To approve an amendment to the Amended and Restated 6. To approve an amendment to the Amended and Restated Certificate Certificate of Incorporation to eliminate the supermajority of Incorporation to eliminate the supermajority voting requirement to voting requirement to amend the Company’s bylaws; amend the Company’s certificate of incorporation; and 7. To ratify the selection of Deloitte & Touche LLP to serve as the Note: To take action as appropriate upon such other matters that may be properly presented Company’s independent auditor for the fiscal year ending at the Annual Meeting or at any and all adjournments or postponements thereof. December 31, 2024. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM1 U P X 6 1 0 0 3 9 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03YCBB

2024 Annual Meeting of KLX Energy Services Holdings, Inc. Stockholders The 2024 Annual Meeting of Stockholders of KLX Energy Services Holdings, Inc. will be held on May 9, 2024, at 9:00 a.m. CDT, virtually via the Internet at meetnow.global/M7ZV9LD. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/KLXE. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - KLX Energy Services Holdings, Inc. + Notice of 2024 Annual Meeting of Stockholders - May 9, 2024 This proxy is solicited on behalf of the Board of Directors of KLX Energy Services Holdings, Inc. The above signed hereby constitutes and appoints Messrs. Christopher J. Baker and Max L. Bouthillette, or either of them, with full power of substitution each, proxies to vote and act at the Annual Meeting of Stockholders of KLX Energy Services Holdings, Inc. (the “Company”) to be held May 9, 2024 virtually via the Internet at meetnow.global/M7ZV9LD and at any postponement or adjournment thereof (the “Annual Meeting”), upon and with respect to the number of shares of Company common stock, par value $0.01 per share, that the above signed would be entitled to vote if personally present. The above signed hereby instructs such proxies, or their substitutes, to vote on those matters appearing on the reverse side of this proxy card as specified by the above signed and in such manner as the proxies may determine on any other matter that may come before the Annual Meeting, all as indicated in the accompanying Proxy Statement, receipt of which is hereby acknowledged. All proxies previously given by the above signed in respect of the Annual Meeting are hereby revoked. Unless otherwise specified in the boxes provided on the reverse side of this proxy card, the Proxy will be voted FOR Proposals 1, 3 and 5 - 7, FOR each of the nominees listed in Proposal 2, for 1 YEAR on Proposal 4, and in the discretion of the named proxies as to any other matter that may properly come before the Annual Meeting. CONTINUED AND TO BE VOTED ON REVERSE SIDE C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. If voting by mail, you must complete sections A - C on both sides of this card. +

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