Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director.

On May 20, 2022, U.S. Well Services, Inc. (the "Company") increased the size of the board of directors of the Company (the "Board") from eight to nine directors and, in order to fill the newly created vacancy, appointed Kyle O'Neill, the Company's President and Chief Executive Officer, to serve as a Class II director with a term expiring in 2023.

The terms of that certain First Amendment to Employment Agreement, dated effective as of April 30, 2022, by and between the Company and Mr. O'Neill ("First Amendment"), provides that Mr. O'Neill was to be named to, and is to perform the duties under, his Board appointment for no additional compensation. There are no related party transactions between Mr. O'Neill and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 20, 2022 and the Company's stockholders voted on three proposals.

The first proposal was the election of two (2) individuals to serve as Class I directors of the Company until the 2025 annual meeting of stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. The election of the two (2) directors was approved as follows:



Proposal 1
Nominees for Directors    Votes For        Withheld        Broker Non-Votes
Joel Broussard             41,151,935       1,936,207             11,702,443
Richard Burnett            41,490,305       1,597,837             11,702,443

The second proposal was the approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Second A&R Certificate of Incorporation") to effect, at the discretion of our board of directors, at a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), a reverse split of our common stock (the "Reverse Stock Split"). The votes on the proposal were:



Proposal 2                                 Votes For        Votes Against       Abstentions
Approval of an amendment to the Second
A&R Certificate of Incorporation for
Reverse Stock Split                         40,963,944           3,035,791            46,926

The third proposal was the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company's independent registered public accountants for the fiscal year ending December 31, 2022. The votes on the proposal were:



Proposal 3                  Votes For        Votes Against       Abstentions
Ratification of KPMG LLP     52,918,875           1,028,776           842,933

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