UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Drilling Tools International Corporation (the “Company” or “Drilling Tools” or “DTI”) was held on May 13, 2025. At the Annual Meeting, 29,744,673 shares of the Company’s common stock, par value $0.0001 per share, or approximately 83.56%, of the 35,592,737 issued and outstanding shares entitled to vote at the Annual Meeting were present in person or by proxies.
The final results of the voting on each matter of business at the Annual Meeting are as follows:
Proposal 1 – Election of Directors.
| NOMINEES |
FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Curtis L. Crofford |
24,906,248 | 506,241 | 4,332,184 | |||||||||
| John D. ‘‘Jack’’ Furst |
24,945,325 | 467,164 | 4,332,184 | |||||||||
| Thomas O. Hicks |
25,318,999 | 93,490 | 4,332,184 | |||||||||
| Eric C. Neuman |
25,310,742 | 101,747 | 4,332,184 | |||||||||
| Thomas M. ‘‘Roe’’ Patterson |
25,371,234 | 41,255 | 4,332,184 | |||||||||
| R. Wayne Prejean |
25,345,209 | 67,280 | 4,332,184 | |||||||||
| C. Richard Vermillion |
23,207,592 | 2,204,897 | 4,332,184 | |||||||||
Proposal 2 – Ratification of the appointment of Weaver & Tidwell, L.L.P. as Drilling Tools’ independent registered public accounting firm for fiscal year 2025.
| FOR |
AGAINST |
ABSTAIN | ||
| 29,713,420 | 28,310 | 2,943 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, not shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
SIGNATURE
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.
Dated: May 15, 2025
| DRILLING TOOLS INTERNATIONAL CORPORATION | ||
| By: | /s/ David R. Johnson | |
| David R. Johnson | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||