whd-20230516

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Date of Report (Date of earliest event reported): May 16, 2023

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(Exact name of registrant as specified in its charter)

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Delaware	001-38390	35-2586106
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Registrant’s telephone number, including area code)

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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:

☐ 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

Class A Common Stock, par value $0.01

WHD

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).

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.

Cactus, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2023 in Houston, Texas. At that meeting, stockholders of the Company voted on and approved the proposals set forth below:

Proposal 1: To elect to the board of directors of the Company, each of the following Class III director nominees to serve until the 2026 annual meeting of stockholders.


Name of Director	Votes For	Votes Withheld	Broker Non-Votes
Scott Bender	73,613,204	2,942,900	934,428
Gary Rosenthal	39,882,724	36,673,380	934,428
Bruce Rothstein	70,022,096	6,534,008	934,428

Proposal 2: To approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


Votes For	Votes Against	Abstentions	Broker Non-Votes
77,126,035	351,401	13,096	—

Proposal 3: The proposal to approve the amendment of the Company’s Long-Term Incentive Plan, as amended as of November 25, 2019, to increase the number of shares of the Company’s Class A common stock reserved for issuance under such plan from 3,000,000 to 5,500,000.


Votes For	Votes Against	Abstentions	Broker Non-Votes
73,736,610	2,797,911	21,583	934,428


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 17, 2023	By:	/s/ William Marsh
Date	Name:	William Marsh
	Title:	General Counsel, Vice President of Administration and Secretary