PATTERSON UTI ENERGY INC (PTEN)
Sector: Energy
2026 Annual Meeting Analysis
PATTERSON UTI ENERGY INC · Meeting: June 4, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
The 3-year TSR underperformance trigger fires (PTEN trailed the disclosed peer group median by 38.2 percentage points against a 20-point threshold), but the 5-year check shows the gap of -31.9pp does not exceed the 65-point threshold for strong-positive absolute 5-year returns, so the mitigant applies and the vote is FOR; Huff has served since 2001 and has broad oilfield services and governance expertise.
Drummond joined in September 2023 (approximately 31 months before the meeting), so the trigger applies in principle, but the 5-year mitigant resolves in FOR because the 5-year underperformance gap of -31.9pp does not breach the 65-point threshold; he brings deep oilfield services CEO experience from NexTier and Schlumberger.
As CEO-director, Hendricks is subject to the same TSR trigger, which fires on the 3-year data, but the 5-year mitigant applies because the 5-year gap of -31.9pp does not exceed the 65-point threshold for strong-positive absolute 5-year returns; his Say on Pay vote is evaluated separately under Proposal 4.
Cepak has served since 2014 and the 3-year TSR trigger fires, but the 5-year mitigant resolves the vote to FOR because the 5-year peer underperformance gap of -31.9pp does not breach the 65-point threshold; she has extensive CFO and energy finance experience and chairs the Audit Committee.
Halverson joined in September 2023 and the 3-year trigger applies, but the 5-year mitigant resolves in FOR given the -31.9pp 5-year gap falls well short of the 65-point threshold; he contributes over 40 years of energy industry leadership and private equity investment experience.
Jaime has served since April 2022 and the 3-year TSR trigger fires, but the 5-year mitigant applies because the 5-year gap of -31.9pp does not breach the 65-point threshold; he brings 30 years of international oilfield services experience including as Schlumberger's Latin America President.
Judah has served since April 2018 and the 3-year trigger fires, but the 5-year mitigant resolves in FOR because the -31.9pp 5-year gap does not exceed the 65-point threshold; she brings over 35 years of petroleum engineering and senior management experience including as Society of Petroleum Engineers President.
Nelson joined in September 2023 and the 3-year trigger applies, but the 5-year mitigant applies because the -31.9pp 5-year gap does not breach the 65-point threshold; she contributes oilfield services strategy consulting and private equity experience and chairs the audit committee at Helix Energy Solutions.
Robertson has served since April 2022 and the 3-year trigger fires, but the 5-year mitigant resolves in FOR because the -31.9pp 5-year gap does not breach the 65-point threshold; she brings over 40 years of offshore drilling executive experience including as CEO and Chairman of Noble Corporation.
Stewart joined in September 2023 and the 3-year trigger applies, but the 5-year mitigant applies because the -31.9pp 5-year gap does not exceed the 65-point threshold; he contributes over 30 years of oilfield services leadership including as CEO of NexTier and currently leads One X as its CEO.
All ten directors receive a FOR vote. The 3-year TSR trigger fires for the full slate — PTEN's 3-year total return of -16% trailed the disclosed compensation peer group median of +22.2% by 38.2 percentage points, well above the 20-point threshold applicable to negative absolute 3-year returns. However, the 5-year mitigant resolves every director to FOR: PTEN's 5-year return of +22.1% (strong positive) means the applicable threshold is 65 percentage points, and the actual 5-year peer underperformance gap of only 31.9 percentage points does not breach that threshold. This indicates the recent 3-year trough is occurring within an otherwise adequate longer-term track record, and shareholders should not penalize the board for a transient period. No overboarding, attendance, independence, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
William Andrew Hendricks, Jr.
Total Comp
$12,077,321
Prior Support
82%%
CEO total compensation of approximately $12.1 million is above a typical mid-large cap energy services benchmark, but prior year shareholder support of 82% is well above the 70% threshold that would require a No vote absent changes, and the company engaged with shareholders holding over 50% of shares after the vote with no significant concerns raised. Although PTEN's stock underperformed its compensation peer group by 38 percentage points over three years — which ordinarily raises pay-for-performance concerns — the long-term incentive plan's relative TSR performance units paid out nothing in 2025 (PTEN ranked at the 7th percentile of its peers, resulting in zero payout on 2022 awards), demonstrating that the incentive structure is actually working as intended to align executive outcomes with shareholders. The annual cash bonus at 139% of target was driven by pre-established operational metrics — operating cash flow at 107% of target, adjusted EBITDA at 96% of target, and maximum scores on health-safety-environmental and strategic priorities — and is not a sign of a pay program that ignores performance; the overall pay mix, with fixed salary representing only about 11% of total CEO pay, meets the policy's variable pay requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $3.7 billion market cap energy company; auditor fee data was not presented in a clean table format in the available filing text so the non-audit fee ratio cannot be calculated, but the absence of confirmed fee data means the ratio trigger cannot fire under policy, and no material restatements or other disqualifying concerns are identified.
Actual Vote Results
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Amy H. Nelson | 99.9% | 326.9M | 390,028 | ✓ Elected |
| Cesar Jaime | 99.9% | 326.9M | 414,174 | ✓ Elected |
| Robert W. Drummond | 99.7% | 326.3M | 1.0M | ✓ Elected |
| Janeen S. Judah | 99.5% | 325.6M | 1.7M | ✓ Elected |
| James C. Stewart | 99.5% | 325.5M | 1.8M | ✓ Elected |
| Gary M. Halverson | 99.4% | 325.2M | 2.1M | ✓ Elected |
| William A. Hendricks, Jr. | 99.3% | 325.1M | 2.2M | ✓ Elected |
| Tiffany (TJ) Thom Cepak | 98.3% | 321.7M | 5.6M | ✓ Elected |
| Curtis W. Huff | 97.8% | 319.9M | 7.4M | ✓ Elected |
| Julie J. Robertson | 97.1% | 317.7M | 9.6M | ✓ Elected |
Say on Pay
For 311.5M · Against 15.6M · Abstain 193,314
Auditor Ratification
For 334.9M · Against 10.3M · Abstain 178,158
Other Proposals
Proposal 3
To approve an amendment to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan
Overall Assessment
The 2026 Patterson-UTI annual meeting presents four proposals: a director slate of ten nominees, auditor ratification of PricewaterhouseCoopers, an equity plan share increase, and an advisory Say on Pay vote. All ten directors receive a FOR vote after the 5-year TSR mitigant resolves the 3-year underperformance trigger, and the Say on Pay vote is FOR because the incentive plan's zero payout on relative TSR awards in 2025 demonstrates genuine pay-for-performance alignment despite three years of share price underperformance versus peers.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing