rng-20230512


Ranger Energy Services, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-38183	81-5449572
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10350 Richmond, Suite 550 Houston, Texas 77042 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 935-8900

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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, $0.01 par value

RNGR

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 Actx☐

On Friday, May 12, 2023, Ranger Energy Services, Inc. (the “Company” or “Ranger”) held its 2023 Annual General Meeting of Stockholders (the “Annual Meeting”). There were a total of 25,922,342 shares of the Company’s Class A Common Stock eligible to vote and 23,070,609 shares were represented in person or by valid proxy at the Annual Meeting. At the Annual Meeting, Ranger’s stockholders voted on the following proposals and the final voting results for each proposal are below.

Proposal 1 — The reelection of the two Class II directors of the Company, each to serve for a three-year term until the Company’s 2026 Annual Meeting, as recommended by the Company’s board of directors (the “Board”).


Name of Nominee for Director	FOR # of Votes Cast	AGAINST # of Votes Cast	WITHHOLD # of Votes Cast	BROKER NON-VOTES # of Votes Cast
Richard E. Agee	18,142,129	—	1,950,211	2,978,269
Stuart N. Bodden	19,775,109	—	317,231	2,978,269

Each of the two persons listed above were duly reelected as a director of the Company to hold office until the completion of the Company’s 2026 Annual Meeting and until their respective successors have been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

Proposal 2 — The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


FOR # of Votes Cast	AGAINST # of Votes Cast	WITHHOLD # of Votes Cast	BROKER NON-VOTES # of Votes Cast
23,057,463	4,065	9,081	—

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as recommended by the Company’s Board.

Proposal 3 — Non-binding advisory vote approving the Company’s executive compensation program as described in the Company’s 2023 Proxy Statement filed on March 31, 2023.

Proposal 4 — Advisory vote on the frequency of the non-binding advisory vote on executive compensation.


1 Year	2 Year	3 Year	WITHHOLD # of Votes Cast	BROKER NON-VOTES # of Votes Cast
19,944,205	400	147,700	35	2,978,269

In accordance with Item 5.07(d) of Form 8-K, the Company reports that, after considering the results of this advisory vote, the Board has determined that the Company will hold the non-binding advisory vote on executive compensation once every year until the next required advisory vote on the frequency of such non-binding advisory votes, which will be no later than the Company's annual general meeting of stockholders occurring six years from the date of the 2023 Annual Meeting.

As previously announced in the Company’s Form 8-K filing on March 7, 2023, and effective as of the date of the 2023 Annual Meeting, the Board (i) resolved to reduce its size from nine to seven members, (ii) accepted Byron Dunn’s announcement to not stand for re-election, and (iii) Gerald Cimador’s resignation. Subsequent to the completion of the 2023 Annual Meeting, the Board now consists of seven members, including Stuart N. Bodden, William M. Austin, Michael C. Kearney, Charles S. Leykum, Krishna Shivram, Richard E. Agee, and Brett Agee. The Board appointed Krishna Shivram to replace Mr. Dunn on the Company’s Audit Committee. The following Board Committee assignments are effective as of May 12, 2023.


Audit Committee	Compensation Committee	Nominating and Governance Committee
William M. Austin	Richard E. Agee	Richard E. Agee
Michael C. Kearney*	Michael C. Kearney	William M. Austin*
Krishna Shivram	Krishna Shivram*	Michael C. Kearney

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.


Ranger Energy Services, Inc.


/s/ Melissa Cougle						May 18, 2023
Melissa Cougle						Date
Chief Financial Officer
(Principal Financial Officer)