Patterson-UTI Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PTEN
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2025
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(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 281 -765-7100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Patterson-UTI Energy, Inc. (the “Company”) was held on June 5, 2025. Of the 385,978,013 shares of the Company’s Common Stock outstanding and entitled to vote at the meeting, 353,304,006 were present either in person or by proxy.
The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the votes cast at the meeting:
1.To elect eleven directors to the Company’s Board of Directors to serve until the next annual meeting of the stockholders or until their respective successors are elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-votes | |||||||||||||||||
| Leslie Beyer | 329,219,745 | 2,923,391 | 21,160,870 | |||||||||||||||||
| Tiffany (TJ) Thom Cepak | 325,921,067 | 6,222,069 | 21,160,870 | |||||||||||||||||
| Robert W. Drummond | 329,833,262 | 2,309,874 | 21,160,870 | |||||||||||||||||
| Gary M. Halverson | 327,875,599 | 4,267,537 | 21,160,870 | |||||||||||||||||
| William A. Hendricks, Jr. | 327,779,656 | 4,363,480 | 21,160,870 | |||||||||||||||||
| Curtis W. Huff | 321,693,997 | 10,449,139 | 21,160,870 | |||||||||||||||||
| Cesar Jaime | 330,153,258 | 1,989,878 | 21,160,870 | |||||||||||||||||
| Janeen S. Judah | 329,760,619 | 2,382,517 | 21,160,870 | |||||||||||||||||
| Amy H. Nelson | 329,390,833 | 2,752,303 | 21,160,870 | |||||||||||||||||
| Julie J. Robertson | 329,527,740 | 2,615,396 | 21,160,870 | |||||||||||||||||
| James C. Stewart | 329,169,335 | 2,973,801 | 21,160,870 | |||||||||||||||||
2.To ratify the selection 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 | |||||||||||||||||
| 340,921,250 | 11,759,030 | 623,726 | 0 | |||||||||||||||||
3.To cast a vote to approve, on an advisory basis, the Company’s compensation of its named executive officers as set forth in the proxy statement for the Annual Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
| 273,356,258 | 57,851,491 | 935,387 | 21,160,870 | |||||||||||||||||
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.
| Patterson-UTI Energy, Inc. | ||||||||
| June 5, 2025 | By: | /s/ Seth D. Wexler | ||||||
| Name: Seth D. Wexler | ||||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||||