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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

washington, d.c. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 28, 2026

 

RPC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-8726 58-1550825
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)

(IRS Employer

Identification No.)

 

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

(Address of principal executive offices) (zip code)

 

Registrant's telephone number, including area code: (404) 321-2140

 

N/A

(Former name or former address, if changed since last report.)

 

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 Instruction 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(s)   Name of each exchange on which registered
Common Stock, $0.10 par value   RES   New York Stock Exchange

 

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

 

On July 14, 2025, RPC, Inc. (the “Company”) filed a Form 8-K to report that Gary Kolstad had been appointed to the Board as an independent director. At that time, the Company did not know on what, if any, standing Board committees Mr. Kolstad would serve. On April 28, 2026, Mr. Kolstad was reelected to the Board at the 2026 Annual Meeting of stockholders and was subsequently appointed by the Board to serve on the Human Capital Management and Compensation Committee and the Audit Committee of the Board. He will serve as the Chairman of the Human Capital Management and Compensation Committee. The July 14, 2025 Form 8-K is hereby amended to reflect this information.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2026 Annual Meeting of Stockholders of the Company was held on April 28, 2026. At the Annual Meeting the stockholders of the Company (i) elected ten Nominees to the Board of Directors; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) held a non-binding vote on executive compensation; (iv) approved and ratified certain previous grants of performance stock units to our Chief Executive Officer; (v) approved and ratified certain previous grants of performance stock units to our Executive Chairman; and (vi) approved certain amendments to the Company’s 2024 Stock Incentive Plan.

 

The voting results for each proposal are as follows:

 

1.To elect ten Nominees to the Board of Directors:

 

    For     Against     Abstain     Broker
Non-Vote
 
Director Nominees:                                
Susan R. Bell     197,093,140       1,414,564       83,313       10,667,743  
Patrick J. Gunning     179,174,443       19,345,813       70,761       10,667,743  
Richard A. Hubbell     181,429,761       17,090,527       70,728       10,667,744  
Gary Kolstad     197,434,616       1,085,641       70,760       10,667,743  
Amy R. Kreisler     168,118,985       30,107,361       364,671       10,667,743  
Stephen E. Lewis     197,343,897       1,176,261       70,860       10,667,742  
Ben M. Palmer     178,317,129       15,657,742       4,616,146       10,667,743  
Timothy C. Rollins     171,595,685       26,924,573       70,760       10,667,742  
Wesley N. Slagle     177,149,967       16,824,870       4,616,182       10,667,741  
John F. Wilson     176,797,400       21,722,833       70,785       10,667,742  

 

2.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes with respect to this proposal:

 

For   Against   Abstain 
 202,026,703    7,139,463    92,594 

 

 -2- 

 

 

3.To hold a non-binding vote on executive compensation:

 

For     Against     Abstain     Broker
Non-Vote
 
  190,731,370       7,647,225       212,420       10,667,745  

 

4.Intentionally left blank.

 

5.To approve and ratify certain previous grants of performance stock units to our Chief Executive Officer:

 

For     Against     Abstain     Broker
Non-Vote
 
  192,362,100       5,227,438       61,726       11,607,496  

 

6.To approve and ratify certain previous grants of performance stock units to our Executive Chairman:

 

For     Against     Abstain     Broker
Non-Vote
 
  192,349,217       5,232,749       69,299       11,607,495  

 

7.To approve certain amendments to the Company’s 2024 Stock Incentive Plan:

 

For     Against     Abstain     Broker
Non-Vote
 
  142,609,503       54,634,966       406,797       11,607,494  

 

 -3- 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RPC, Inc.
   
Date: April 30, 2026 /s/ Michael L. Schmit
  Michael L. Schmit
  Vice President,
  Chief Financial Officer and Treasurer

 

 -4-