FLOTEK INDUSTRIES INC/CN/
For the period ended Jul 9, 2025. Filed May 29, 2025.
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Jul 9, 2025 · Filed May 29, 2025
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DEF 14A 1 d904848ddef14a.htm DEF 14A
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 |
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | 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. |
5775 N. Sam Houston Parkway W., Suite 400, Houston, TX 77086
Notice of Special Meeting of Stockholders
To be Held Wednesday, July 9, 2025 at 9:00 a.m. Central Time
Fellow Stockholders,
A special meeting of stockholders (the “Special Meeting”) of Flotek Industries, Inc. (“Flotek,” “we,” “our,” “us,” or the “Company”) will be held at 9:00 a.m., Central Time, on Wednesday, July 9, 2025 at the Company’s headquarters, located at 5775 N. Sam Houston Parkway W., Suite 400, Houston, TX 77086. At the Special Meeting, stockholders will be asked to consider and vote only on the following items:
| 1. | To approve the issuance of common stock underlying the April 2025 Warrant (as defined below) held by ProFrac GDM, LLC; and |
| 2. | To approve the adjournment of the Special Meeting, if deemed necessary or appropriate, to solicit additional proxies in favor of any or all of the items set forth herein. |
These items are more fully described in the following pages, which are made part of this notice. Stockholders of record at the close of business on May 19, 2025 are entitled to notice of and to vote at the Special Meeting or any adjournments, postponements or continuation thereof. Under the General Corporation Law of the State of Delaware and the Company’s second amended and restated bylaws, as amended (the “Bylaws”), no other business may be transacted at the Special Meeting.
We are furnishing proxy materials to our stockholders over the Internet. We intend to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) on how to access proxy materials, how to vote, and how to obtain a paper copy of the proxy materials on or about May 29, 2025. You will need the control number printed on your Notice, proxy card or voting instruction card in order to vote. A list of stockholders of record will be available during the Special Meeting for inspection by stockholders for any legally valid purpose relating to the Special Meeting.
Your vote is important. We urge you to review the proxy materials and vote as soon as possible, whether or not you plan to attend the Special Meeting. This Notice of Special Meeting of Stockholders and the Proxy Statement are available free of charge at the “Investor Relations” section of our website athttps://ir.flotekind.com/sec-filings. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into the Proxy Statement and references to our website address in the Proxy Statement are inactive textual references only.
The disinterested and independent members of the Board of Directors unanimously recommend that you vote FOR the items described in the Proxy Statement. We urge you to read the proxy materials in their entirety and consider them carefully, including the effect that adopting or failing to adopt the items will have on stockholders.
Whether or not you plan to attend the Special Meeting, please vote electronically via the Internet, by telephone, or complete, sign, date, and return the accompanying proxy card and mail it promptly in the enclosed postage paid return envelope.
On behalf of the Board of Directors and the executive team of the Company, I thank you for your support and participation.
By Order of the Board of Directors,
/s/ Amy Blakeway
Amy Blakeway
Senior Vice President, General Counsel and Corporate Secretary
May 28, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.