Liberty Energy Inc
For the period ended Apr 15, 2025. Filed Mar 6, 2025.
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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 15, 2025 · Filed Mar 6, 2025
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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 Pursuant to §240.14a-12 |
(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 below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
950 17th STREET, SUITE 2400
DENVER, COLORADO 80202
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 15, 2025
To our valued stockholders:
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Liberty Energy Inc. (the “Company” or “Liberty”) will be held on Tuesday, April 15, 2025, at 9:00 a.m. Mountain Time. This year’s Annual Meeting will be accessible through the Internet in order to permit our stockholders to participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all stockholders. To attend the Annual Meeting, you must access the meeting website at*https://web.lumiconnect.com/245867901.*Although no physical in-person meeting will be held, we have designed the format of the virtual Annual Meeting to ensure that our stockholders of record who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting, while providing an online experience available to all of our stockholders regardless of location. At the Annual Meeting, stockholders will be asked to:
| 1. | Elect three Class III directors to our board of directors to serve until the 2028 annual meeting or until their successors are duly elected and qualified (“Proposal 1”); |
| 2. | Approve, on an advisory basis, the compensation of our named executive officers (“Proposal 2”); |
| 3. | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 3”); |
| 4. | Determine, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers (“Proposal 4”); |
| 5. | Approve an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to declassify our board of directors (“Proposal 5”); |
| 6. | Approve an amendment to our Charter to remove the 66 2/3% supermajority vote requirements to amend, alter, or repeal our Charter and our Second Amended and Restated Bylaws and to remove directors from office (“Proposal 6”); |
| 7. | Approve an amendment to our Charter to limit the liability of certain of our officers (“Proposal 7”); |
| 8. | Approve an amendment to our Charter to delete the waiver of Section 203 of the Delaware General Corporation Law, as amended (“Proposal 8”); |
| 9. | Approve miscellaneous amendments to our Charter (“Proposal 9”); and |
| 10. | Transact such other business as may properly be brought before the Annual Meeting. |
You can find more information, including the nominees for directors, executive compensation, and details regarding our independent registered public accounting firm, in the attached proxy statement. The board of directors recommends that you vote in favor of each of the above proposals. Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials on the Internet. The approximate date on which the attached proxy statement, the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are first being made available to stockholders at*http://astproxyportal.com/ast/21952/*is March 6, 2025. The Notice includes instructions on how to access our proxy materials over the Internet, vote online and request a printed copy of these materials.
Only stockholders of record at the close of business on February 19, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination ten days before the Annual Meeting. If you would like to inspect the list of Company stockholders of record, please contact the Investor Relations department atIR@libertyenergy.com to schedule an appointment or request access electronically or in person.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PRIOR TO THE ANNUAL MEETING OR FOLLOW THE INTERNET OR TELEPHONE VOTING PROCEDURES DESCRIBED ON THE PROXY CARD. IF YOU ATTEND THE ANNUAL MEETING VIRTUALLY AND WISH TO VOTE AT THAT TIME, YOU MAY WITHDRAW YOUR PROXY AND VOTE AT THE MEETING. YOUR PROMPT CONSIDERATION IS GREATLY APPRECIATED. YOUR VOTE IS IMPORTANT TO US.
By Order of the Board of Directors,
/s/ R. Sean Elliott
R. Sean Elliott
Chief Legal Officer and Corporate Secretary
Denver, Colorado
March 6, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 15, 2025 This Notice of Annual Meeting and Proxy Statement and our Annual Report on Form 10-K are available at http://astproxyportal.com/ast/21952/
TABLE OF CONTENTS
| GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS AND VOTING | 1 |
|---|---|
| PROPOSAL 1 – ELECTION OF DIRECTORS | 7 |
| THE BOARD AND ITS COMMITTEES | 13 |
| EXECUTIVE OFFICERS | 19 |
| COMPENSATION DISCUSSION & ANALYSIS | 20 |
| COMPENSATION COMMITTEE REPORT | 27 |
| EXECUTIVE COMPENSATION TABLES | 28 |
| DIRECTOR COMPENSATION | 34 |
| EQUITY COMPENSATION PLAN INFORMATION | 36 |
| CEO PAY RATIO | 37 |
| PAY VERSUS PERFORMANCE | 38 |
| PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 42 |
| PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 |
| AUDIT COMMITTEE REPORT | 44 |
| PROPOSAL 4 – ADVISORY VOTE TO DETERMINE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 46 |
| PROPOSAL 5 – APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS | 47 |
| PROPOSAL 6 – APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO REMOVE THE 66 2/3% SUPERMAJORITY VOTE REQUIREMENTS TO AMEND, ALTER, OR REPEAL THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS AND TO REMOVE DIRECTORS FROM OFFICE | 49 |
| PROPOSAL 7 – APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS | 51 |
| PROPOSAL 8 – APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO DELETE THE WAIVER OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW | 52 |
| PROPOSAL 9 – APPROVE MISCELLANEOUS AMENDMENTS TO CLARIFY AND UPDATE THE COMPANY’S CERTIFICATE OF INCORPORATION | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 57 |
| HOUSEHOLDING | 59 |
| STOCKHOLDER PROPOSALS | 59 |
| WHERE YOU CAN FIND MORE INFORMATION | 59 |
| OTHER MATTERS | 59 |
| ANNEX A: LIBERTY ENERGY INC. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | A-1 |
950 17th STREET, SUITE 2400
DENVER, COLORADO 80202
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.