EX-99.1 5 d773596dex991.htm EX-99.1

Exhibit 99.1

C123456789 000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extENDORSEMENT_LINE SACKPACK MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6 Your vote matters heres how to vote!You may vote online or by phone instead of mailing this card.Votes submitted electronically must bereceived by 10:59 p.m., Central Time, onMonth Date, 2024.OnlineGo to www.envisionreports.com/DRQSpecialor scan the QR code login details arelocated in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaSave paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/DRQSpecialUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.2024 Special Meeting Proxy Card1234 5678 9012 345IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals The Board of Directors recommends you vote FOR proposals 1, 2, 3 (including each of the sub-proposals), 4, 5 and 6.1.Approval of the issuance of shares of common stock of Dril-Quip, Inc. (Dril-Quip) to stockholders of Innovex Downhole Solutions, Inc. (Innovex) in the mergers contemplated by the Agreement and Plan of Merger, dated March 18, 2024, among Dril-Quip, Innovex, Ironman Merger Sub, Inc., a wholly owned subsidiary of Dril-Quip, and DQ Merger Sub, LLC, a wholly owned subsidiary of Dril-Quip, as amended by the First Amendment to Agreement and Plan of Merger, dated June 12, 2024 (as amended, the merger agreement), for purposes of complying with Section 312.03(c) of the NYSEs Listed Company Manual and, in the event such issuance constitutes a change of control, Section 312.03(d) of the NYSEs Listed Company Manual. For Against Abstain2.Approval of an amendment of Dril-Quips certificate of incorporation (the charter amendment). Completion of the mergers contemplated by the merger agreement (the mergers) is conditioned on approval of both Proposals 1 and 2 (collectively, the merger proposals).3.Approval, on a non-binding advisory basis, of six separately presented proposals to approve certain governance provisions in the charter amendment to, among other things,A. increase the number of authorized shares of Dril-Quips common stockfrom 100 million to 200 million;B. change the maximum number of directors that constitute the entire boardto nine in order to align with the number of directors on the combinedcompany board;C. permit Amberjack Capital Partners, L.P. (Amberjack) to fill avacancy on the combined company board created by the death,disability, retirement, resignation, removal or other cause of anydesignee of Amberjack, provided that their ownership percentagesare maintained pursuant to the terms of the stockholders agreement(as defined in the accompanying proxy statement/prospectus);D. generally require approval by Amberjack to amend the combined companyscharter, bylaws or committees of the combined company board in a waythat would disproportionately and adversely affect the rights of Amberjackor its affiliates, provided that Amberjacks ownership percentages aremaintained pursuant to the terms of the stockholders agreement;E. limit the personal liability of corporate officers for money damagesfor breaches of their fiduciary duty of care in accordance with Section102(b)(7) of the General Corporation Law of the State of Delaware; andF. waive, to the maximum extent permitted by law, the application of thedoctrine of corporate opportunity (or any analogous doctrine) with respectto the combined company, to Amberjack and its affiliates, or any of theirrespective portfolio companies or any directors or officers of the combinedcompany who are also directors, principals, members, officers, associatedfunds, employees or other representatives of any of Amberjack, its affiliatesor their respective portfolio companies.4. Approval of the Innovex 2024 long-term incentive plan, which provides for the issuance of up to a number of shares of Dril-Quip common stock equal to 5% of the fully-diluted shares of Dril-Quip common stock outstanding at the time the 2024 LTIP becomes effective.5.Approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to Dril-Quips named executive officers that is based on or otherwise relates to the mergers.6.Approval of the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposals.C 1234567890 J N T 1 U P X 6 2 1 2 5 2MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +040USB

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE STOCKHOLDER MEETING TO BE HELD ON AUGUST 14, 2024.The Proxy Statement, our annual report and other proxy materials are available at:www.envisionreports.com/DRQSpecialSmall steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.envisionreports.com/DRQSpecialIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. DRIL-QUIP, INC. +PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 14, 2024The undersigned stockholder of Dril-Quip, Inc. (the Company) hereby appoints Jeffrey J. Bird and James C. Webster and each of them, proxies to the undersigned, each with full power to act without the other and with full power of substitution, to vote all of the shares which the undersigned is entitled to vote at the Special Meeting of Stockholders of the Company to be held on August 14, 2024, at the Companys executive offices at 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas 77042, and at any and all adjournments and postponements thereof, with the same force and effect as if the undersigned were personally present.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT COME BEFORE THE MEETING. IN THE ABSENCE OF SPECIFIC DIRECTIONS TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, (including each of the sub-proposals) 4, 5, AND 6.(TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE)B Authorized Signatures This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. C Non-Voting ItemsChange of Address Please print new address below.Meeting AttendanceMark box to the right ifyou plan to attend theSpecial Meeting.+