CACTUS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class I Directors: John O'Donnell

CACTUS INC.’s own tally for this item (“Elect Director: John O'Donnell”): 56,277,666 for, 20,955,992 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 a…”
Support: 73% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 99 managers: 31,198,923 for, 1,711 against, 9,365,300 withheld, 2,368,054 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: Election of Class I Directors: Michael McGovern

CACTUS INC.’s own tally for this item (“Elect Director: Michael McGovern”): 73,650,513 for, 3,583,145 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 a…”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 99 managers: 41,678,895 for, 1,236,640 withheld, 18,453 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: Election of Class I Directors: Tym Tombar

CACTUS INC.’s own tally for this item (“Elect Director: Tym Tombar”): 74,281,305 for, 2,952,353 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 a…”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 99 managers: 41,679,770 for, 1,235,765 withheld, 18,453 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: TO APPROVE AMENDMENTS TO ARTICLE NINTH OF THE CHARTER TO LIMIT THE LIABILITY OF CERTAIN OF THE COMPANY'S OFFICERS IN SPECIFIC CIRCUMSTANCES, AS PERMITTED BY DELAWARE LAW.

CACTUS INC.’s own tally for this item (“5. Amendments to Article Ninth of the Charter to limit the liability of certain of the Company's officers in specific circumstances, as permitted by Delaware law”): 65,952,554 for, 11,265,847 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 : The Company's stockholders approved amendments to Article Ninth of the Charter to limit the liability of certain of the Company's officers in specific circumstances, as permitted by Delaware law.”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 35,494,845 for, 7,434,352 against, 10,527 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: To approve certain amendments to the Charter to require that the federal district courts of the United States of America be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America, to make certain clarifications related to the existing selection of the Court of Chancery of the State of Delaware as the exclusive forum for certain causes of action and provide that if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located in Delaware would be the forum.

CACTUS INC.’s own tally for this item (“8. Certain amendments to the Charter to require that the federal district courts of the United States of America be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the fe”): 69,092,361 for, 8,126,294 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 8 : The Company's stockholders approved certain amendments to the Charter to require that the federal district courts of the United States of America be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the Unit…”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 38,358,773 for, 4,570,424 against, 10,527 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: To approve an amendment to the Charter to delete the Company's waiver of Section 203 of the Delaware General Corporation Law ("DGCL") and expressly provide that the Company elects to be governed by Section 203 of the DGCL.

CACTUS INC.’s own tally for this item (“7. An amendment to the Charter to delete the Company's waiver of Section 203 of the Delaware General Corporation Law ("DGCL") and expressly provide that the Company elects to be governed by Section 203 of the DGCL”): 20,142,509 for, 57,074,962 against — failed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 7 : The Company's stockholders rejected an amendment to the Charter to delete the Company's waiver of Section 203 of the Delaware General Corporation Law ("DGCL") and expressly provide that the Company elects to be governed by Section 203 of the DGCL.”
Support: 26% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 3,328,366 for, 39,600,831 against, 10,527 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.

Description as filed by funds: To (i) approve 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 stock of the Company entitled to vote thereon, voting together as a single class; and (ii) approve amendments to the Company's Bylaws to remove a requirement that certain Bylaws may only be amended, altered or repealed upon the affirmative vote of at least 66 2/3% of the shares of the Company entitled to vote thereon, each of clause (i) and (ii) above, to take effect at the commencement of the 2026 annual meeting of stockholders.

CACTUS INC.’s own tally for this item (“4. (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 v”): 77,212,083 for, 19,145 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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-outstandi…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“66 2/3% of the shares of the Company entitled to vote”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 42,936,296 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 521,990 for.

Description as filed by funds: To approve amendments to (i) the Charter to delete, in its entirety, Article Tenth regarding the Company's waiver of business opportunities presented to a former sponsor of the Company, Cadent Energy Partners II, L.P. and its affiliates (the "Sponsor") and certain other parties, (ii) delete all references in the Charter and the Company's Bylaws to the Stockholders' Agreement with the Sponsor and Cactus WH Enterprises, LLC, which has terminated by its terms, and (iii) make non-substantive clean-up changes to the Charter to reflect the Company's previously announced internal reorganization in which Cactus Companies, LLC acquired all of the outstanding units representing ownership interests in Cactus Wellhead, LLC.

CACTUS INC.’s own tally for this item (“6. Amendments to (i) the Charter to delete, in its entirety, Article Tenth regarding the Company's waiver of business opportunities presented to a former sponsor of the Company, Cadent Energy Partners II, L.P”): 77,202,955 for, 4,326 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 6 : The Company's stockholders approved amendments to (i) the Charter to delete, in its entirety, Article Tenth regarding the Company's waiver of business opportunities presented to a former sponsor of the Company, Cadent Energy Partners II, L.P. and its affiliates (the "Sponsor") and cert…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 42,925,769 for, 10,527 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 521,990 for.

Description as filed by funds: To approve amendments to the Company's Amended and Restated Certificate of Incorporation (the "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 make certain non-substantive changes related thereto.

CACTUS INC.’s own tally for this item (“3. 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 ”): 77,229,343 for, 2,790 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 42,936,296 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 521,990 for.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

CACTUS INC.’s own tally for this item (“2. 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”): 77,980,759 for, 277,260 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 100 managers: 42,928,849 for, 348 against, 10,527 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 522,085 for.