OIL STATES INTERNATIONAL INC (OIS)
Sector: Energy
2026 Annual Meeting Analysis
OIL STATES INTERNATIONAL INC · Meeting: May 12, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Dickerson has served since 2014 with strong oilfield services and financial expertise; the company's 3-year price return of 60.9% is strong positive (above +20%), and the gap versus XLE of -8.8pp is well below the 65pp threshold required to trigger a vote against, so no TSR concern applies; he holds two outside public board seats (Great Lakes Dredge & Dock and Murphy Oil), which is within the permitted limit; and all attendance and independence criteria are met.
Hajdik was appointed to the board effective May 1, 2026 — well within the 24-month new-director exemption window — so the TSR trigger does not apply; he brings deep financial, oilfield services, and executive leadership experience as the incoming CEO; he holds no outside public board seats; and no other policy concerns are identified.
Both Class I nominees pass all policy screens: the TSR underperformance trigger does not fire (3-year return gap vs. XLE is only -8.8pp, far below the 65pp threshold for strong-positive TSR), Hajdik is exempt as a newly appointed director, neither nominee is overboarded, attendance across the board exceeded 89% for all incumbents, and no independence, familial, or qualification concerns are present.
Say on Pay
✓ FORCEO
Cindy B. Taylor
Total Comp
$5,079,386
Prior Support
73%%
CEO total reported compensation of approximately $5.1 million is reasonable for a small-cap energy services company of this size and complexity, with base salary frozen since 2022 and the long-term incentive target actually reduced 11% in 2025 — both signals of pay restraint rather than excess. The pay mix is strongly performance-oriented: 82% of CEO target compensation is at-risk, including both short-term bonuses tied to EBITDA and cash flow and long-term awards tied to three-year relative TSR and cumulative EBITDA, both of which paid out below target at 83% for the completed 2023-2025 performance period, demonstrating that incentives actually adjust downward when targets are missed. Prior-year support was 73%, which is above the 70% threshold that would require remediation, and the company engaged stockholders representing over 70% of shares outstanding during the year.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,765,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 0.1% of audit fees of $1,765,000, which is far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of this size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; and no material restatements are noted.
Overall Assessment
The 2026 Oil States International annual meeting presents three straightforward proposals: electing two Class I directors (a seasoned incumbent and a newly appointed incoming CEO), ratifying Deloitte as auditor, and approving executive compensation. All three proposals pass the applicable policy screens and receive a FOR vote determination, supported by below-benchmark TSR underperformance relative to XLE, a near-zero non-audit fee ratio, and a CEO pay package that is modestly sized, heavily performance-linked, and paid out below target in the most recently completed performance cycle.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing