WHD 8-K
Cactus, Inc. (WHD)
8-K
2025-05-15
For: 2025-05-13
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2025
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(713 ) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Cactus, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 13, 2025 (the “Annual Meeting”). At that meeting, stockholders of the Company voted on the five proposals outlined in the Company’s Proxy Statement as set forth below:
Proposal 1: The Company’s stockholders elected to the board of directors of the Company each of the following Class II director nominees to serve until the 2026 annual meeting of stockholders.
Name of Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Joel Bender | 73,911,994 | 3,056,332 | 11,304 | 991,355 | ||||||||||
| Alan Semple | 72,115,706 | 4,099,260 | 764,664 | 991,355 | ||||||||||
| Melissa Law | 76,686,396 | 282,159 | 11,075 | 991,355 | ||||||||||
Proposal 2: The Company’s stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 77,648,618 | 312,634 | 9,733 | — | ||||||||
Proposal 3: The Company’s stockholders approved the amendment of the Company’s Long-Term Incentive Plan, as amended and restated effective May 16, 2023, to increase the number of shares of the Company’s Class A common stock reserved for issuance under such plan from 5,500,000 to 8,500,000.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 62,785,736 | 13,966,439 | 227,455 | 991,355 | ||||||||
Proposal 4: The Company’s stockholders approved on a non-binding, advisory basis, the compensation of the Company’s named executive officers as reported in the Proxy Statement.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 76,222,580 | 732,781 | 24,269 | 991,355 | ||||||||
Proposal 5: The Company’s stockholders approved on a non-binding, advisory basis, the frequency of holding advisory votes on the compensation of the Company’s named executive officers at an interval of every one year. Based, in part, on the voting results, the board of directors of the Company has determined to hold an advisory vote on the compensation of the Company’s named executive officers annually.
Votes For One Year | Votes For Two Years | Votes For Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 62,189,538 | 2,241 | 14,556,947 | 230,904 | 991,355 | ||||||||||
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cactus, Inc. | ||||||||
| May 15, 2025 | By: | /s/ Jay A. Nutt | ||||||
| Date | Name: | Jay A. Nutt | ||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||||
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