Other Information.
−Removed: During the three months ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc.
+Added: On July 30, 2024, the Board of Directors of Cactus, Inc.
+Added: amended and restated the Amended and Restated Bylaws of Cactus, Inc.
+Added: (as so amended, the “Amended and Restated Bylaws”), which became effective as of such date.
+Added: The Amended and Restated Bylaws primarily include, among other things, revisions to (i) narrow the scope of information required to be provided by
+Added: stockholders seeking to nominate directors or propose other business before a meeting of stockholders, (ii) eliminate the requirement that a director nominee of a stockholder submitting a nomination pursuant to the proxy access provisions of the bylaws (a “proxy access nominee”) provide an irrevocable letter of resignation to become effective in certain circumstances, (iii) narrow the bases on which a proxy access nominee can be disqualified from being nominated for election and the nomination can be disregarded, and (iv) clarify that in the case of an uncontested election of directors the directors will be elected by a majority of the votes cast by stockholders entitled to vote in the election.
+Added: The Amended and Restated Bylaws are attached hereto as Exhibit 3.6 and are hereby incorporated by reference herein.
+Added: The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
+Added: A marked version of the Amended and Restated Bylaws showing all amendments effective as of July 30, 2024 is attached as Exhibit 3.7.
+Added: During the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc.
adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 12, 2018)
−Removed: 3.2 Amended and Restated Bylaws of Cactus, Inc., effective as of February 7, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 8, 2023)
−Removed: 10.1* First Amendment to the Tax Receivable Agreement, dated as of February 29, 2024, by and among Cactus, Inc., Cadent Management Services, LLC and the TRA Holders identified therein
+Added: 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cactus, Inc.
+Added: (incorporated reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024 (the “May 20, 2024 8-K”))
+Added: 3.2 Restated Certificate of Incorporation of Cactus, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to the May 20, 2024 8-K)
+Added: 3.3 Restated Certificate of Incorporation of Cactus, Inc., marked to show amendments effective as of May 15, 2024 (incorporated by reference to Exhibit 3.3 to the May 20, 2024 8-K)
+Added: 3.4 Amended and Restated Bylaws of Cactus, Inc.
+Added: (incorporated by reference to Exhibit 3.4 to the May 20, 2024 8-K)
+Added: 3.5 Amended and Restated Bylaws of Cactus, Inc., marked to show amendments effective as of May 15, 2024 (incorporated by reference to Exhibit 3.5 to the May 20, 2024 8-K)
+Added: 3.6* Amended and Restated Bylaws of Cactus, Inc.
+Added: 3.7* Amended and Restated Bylaws of Cactus, Inc., marked to show amendments effective as of July 30, 2024
+Added: 10.1†* Offer letter to Jay A.
+Added: Nutt dated May 20, 2024
31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
** Furnished herewith.
+Added: † Management contract or compensatory plan or arrangement.
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, thereunto duly authorized.
−Removed: May 2, 2024 By:
+Added: August 1, 2024 By:
/s/ Scott Bender
2 unchanged sentences
(Principal Executive Officer)
−Removed: May 2, 2024 By:
−Removed: /s/ Alan Keifer
−Removed: Date Alan Keifer
−Removed: Interim Chief Financial Officer
+Added: August 1, 2024 By:
+Added: Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.