Cactus, Inc. Files 8-K with Shareholder Votes and Financials

TL;DR

CACT filed an 8-K: shareholder votes, bylaws changes, and financials updated. Watch for details.

AI Summary

On May 14, 2024, Cactus, Inc. filed an 8-K report detailing several key events. The company submitted matters to a vote of security holders, potentially related to amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, suggesting updates on the company's financial performance or significant transactions.

Why It Matters

This filing indicates potential changes in Cactus, Inc.'s corporate structure or governance and provides updated financial information, which could impact investor decisions.

Risk Assessment

Risk Level: medium — The filing involves potential changes to corporate governance and financial reporting, which can introduce uncertainty for investors.

Key Players & Entities

• Cactus, Inc. (company) — Registrant
• May 14, 2024 (date) — Date of earliest event reported
• 001-38390 (company) — SEC File Number
• 35-2586106 (company) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 WHD New York Stock Exchange Indicate

Filing Documents

• whd-20240514.htm (8-K) — 65KB
• whd-20240520x8kxexhibit31.htm (EX-3.1) — 29KB
• whd-20240520x8kxexhibit32.htm (EX-3.2) — 52KB
• whd-20240520x8kxexhibit33.htm (EX-3.3) — 86KB
• whd-20240520x8kxexhibit34.htm (EX-3.4) — 258KB
• whd-20240520x8kxexhibit35.htm (EX-3.5) — 261KB
• 0001699136-24-000079.txt ( ) — 1012KB
• whd-20240514.xsd (EX-101.SCH) — 2KB
• whd-20240514_lab.xml (EX-101.LAB) — 22KB
• whd-20240514_pre.xml (EX-101.PRE) — 13KB
• whd-20240514_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the Annual Meeting (as defined below) for Cactus, Inc. (the "Company"), the Company's stockholders approved certain amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") and Amended and Restated Bylaws (the "Bylaws"). The amendments so approved are generally described under the description of Proposals 3 through 6 and Proposal 8 in Item 5.07 of this Current Report on Form 8-K and disclosed in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 28, 2024 (the "Proxy Statement"). The amendments to the Charter became effective upon the Company's filing of a Certificate of Amendment (the "Certificate of Amendment") on May 15, 2024, with the Secretary of the State of Delaware. The Board of Directors of the Company (the "Board") approved a Restated Certificate of Incorporation (the "Restated Charter"), that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment). On May 15, 2024, the Company filed the Restated Charter with the Secretary of State of Delaware, and it was effective upon filing. Effective as of May 15, 2024, the Board amended and restated the Company's Bylaws (as so amended, the "Amended and Restated Bylaws") to include the amendments approved by the Company's stockholders at the Annual Meeting, as well as additional amendments to conform the Bylaws with certain amendments to the Charter approved by the Company's stockholders. Those additional amendments to the Bylaws (i) change the required vote of stockholders to amend, alter or repeal any provision of the Company's bylaws from not less than 66 2/3% to not less than a majority in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, with such change to take effect at the commenceme

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Stockholders on May 14, 2024 in Houston, Texas (the "Annual Meeting"). At that meeting, stockholders of the Company voted on the eight 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 I director nominees to serve until the 2027 annual meeting of stockholders. Name of Director Votes For Votes Withheld Broker Non-Votes Michael McGovern 73,650,513 3,583,145 1,036,601 John O'Donnell 56,277,666 20,955,992 1,036,601 Tym Tombar 74,281,305 2,952,353 1,036,601 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, 2024. Votes For Votes Against Abstentions Broker Non-Votes 77,980,759 277,260 12,240 — 2 Proposal 3 : The Company's stockholders approved amendments to the Company's Charter to remove the three separate classes of directors of the Board and replace them with one class of directors over a three-year phase-in period and to certain non-substantive changes related thereto. Votes For Votes Against Abstentions Broker Non-Votes 77,229,343 2,790 1,525 1,036,601 Proposal 4 : The Company's stockholders approved (i) amendments to the Charter to (a) change the required vote of stockholders to amend, alter or repeal any provision of the Company's Bylaws from not less than 66 2/3% in voting power to not less than a majority in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, and (b) change the required vote of stockholders to amend, alter or repeal any provisions of the Charter, from at least 66 2/3% in voting power to at least a majority in voting power of the outstanding shares of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cactus, Inc. 3.2 Restated Certificate of Incorporation of Cactus, Inc. 3.3 Restated Certificate of Incorporation of Cactus, Inc., marked to show amendments effective as of May 15, 2024 3.4 Amended and Restated Bylaws of Cactus, Inc. 3.5 Amended and Restated Bylaws of Cactus, Inc., marked to show amendments effective as of May 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

Signatures

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 20, 2024 By: /s/ William Marsh Date Name: William Marsh Title: Executive Vice President, General Counsel and Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR