UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): March 31, 2022

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (432) 688-0012

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ☐

As previously disclosed by ProPetro Holding Corp. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2022, Phillip A. Gobe resigned from his position as Executive Chairman of the Company, effective March 31, 2022 (the “Separation Date”), but continues to serve as a non-employee Chairman of the Board of Directors (the “Board”) of the Company. Effective as of March 31, 2022, the Company and Mr. Gobe entered into a Resignation from Employment agreement (the “Gobe Agreement”) memorializing the terms of his termination of employment. The Gobe Agreement provides that Mr. Gobe shall receive the following payments and benefits following the Separation Date, subject to his execution and non-revocation of the Gobe Agreement and his compliance with certain restrictive covenants, including obligations regarding confidentiality, non-competition, non-solicitation and non-disparagement: (i) the 198,759 restricted stock units (“RSUs”) held by Mr. Gobe immediately prior to the Separation Date vested as of the Separation Date and (ii) the service requirement associated with the 647,125 performance share units (“PSUs”) held by Mr. Gobe immediately prior to the Separation Date was deemed to be fulfilled and the PSUs will remain outstanding and will vest, if at all, based on the Company’s actual performance over the applicable performance period. The RSUs will be settled following the date that the Gobe Agreement becomes irrevocable but no later than thirty days following the Separation Date. The PSUs will be settled, if at all, at the time originally specified in the applicable award agreement. In addition, the Gobe Agreement provides that the Company will pay for the reasonable attorneys’ fees incurred by Mr. Gobe in connection with the negotiation of the Gobe Agreement.  

The foregoing description of the Gobe Agreement is not complete and is qualified in its entirety to the full text of the Gobe Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d)  Exhibits.

SIGNATURES

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.