PUMP Propetro Holding Corp. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On April 7, 2026, the Board of Directors of ProPetro
Holding Corp. (the “Company”) approved, subject to stockholder approval, the Third Amended and Restated ProPetro Holding Corp.
2020 Long Term Incentive Plan (the “A&R LTIP”). As further described below in Item 5.07, the Company’s stockholders
approved the A&R LTIP at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2026.
As a result, the A&R LTIP became effective on May 19, 2026.

The A&R LTIP increases the number of shares
of common stock available for issuance thereunder by 3,540,000, from 10,520,000 to 14,060,000, subject to the share recycling and adjustment
provisions of the A&R LTIP. All 14,060,000 shares will be available for issuance upon the exercise of incentive stock options. The
A&R LTIP also extends the term of the plan to the tenth anniversary of the Annual Meeting.

Consistent with the predecessor plan, the A&R
LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”),
(ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units,
(vi) awards of vested stock, (vii) dividend equivalents, (viii) other stock-based or cash awards, and (ix) substitute awards. Employees,
non-employee directors, and other service providers of the Company and its affiliates are eligible to receive awards under the A&R
LTIP. Consistent with the predecessor plan, the A&R LTIP provides that, subject to certain exceptions, in a single calendar year,
a non-employee director may not be paid compensation, whether denominated in cash or awards, for such individual’s service on the
Board in excess of $500,000.

The material terms of the A&R LTIP are described
in more detail in the section entitled “Proposal 3: Approval of The Third Amended and Restated 2020 Long Term Incentive Plan”
of the Company’s definitive proxy statement for the Annual Meeting, which was filed with the United States Securities and Exchange
Commission on April 8, 2026 and is incorporated by reference herein (the “Proxy Statement”).

The foregoing description of the A&R LTIP
is qualified in its entirety by reference to the A&R LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, on May
19, 2026, the Company’s stockholders elected each of the Company’s eight director nominees to serve until the Company’s
2027 Annual Meeting of Stockholders. Further, the Company’s stockholders approved on an advisory basis the compensation paid to
the Company’s named executive officers, as disclosed in the Proxy Statement. The Company’s stockholders also approved the
A&R LTIP and the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026.

The final results of the voting on each matter
of business at the Annual Meeting are as follows:

Proposal 1 – Election of eight director
nominees to serve for a one-year term.

NOMINEES

FOR

WITHHOLD

BROKER NON-VOTES

Phillip A. Gobe

101,385,863

2,357,907

5,178,770

Samuel D. Sledge

102,659,459

1,084,311

5,178,770

Mark S. Berg

87,173,176

16,570,594

5,178,770

Anthony J. Best

100,956,242

2,787,528

5,178,770

G. Larry Lawrence

102,249,933

1,493,837

5,178,770

Mary P. Ricciardello

103,149,416

594,354

5,178,770

Michele Vion

101,751,929

1,991,841

5,178,770

Alex V. Volkov

94,348,357

9,395,413

5,178,770

Proposal 2 – Approval, on an advisory
basis, of the compensation of the Company’s named executive officers.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

101,804,092

1,425,578

514,096

5,178,774

2

Proposal 3 – Approval of the Third Amended
and Restated 2020 Long-Term Incentive Plan.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

100,353,756

2,874,263

515,748

5,178,773

Proposal 4 – Ratification of the appointment
of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR

AGAINST

ABSTAIN

108,512,857

37,747

371,936

Item 9.01.

Financial Statements and Exhibits

(d)       Exhibits

10.1#

Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

#

Compensatory plan, contract or arrangement.

3