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 EARLIEST EVENT REPORTED:   September 28, 2017

 

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

 

State of Incorporation:   Delaware

 

COMMISSION FILE NUMBER 1-4221

 

Internal Revenue Service — Employer Identification No.  73-0679879

 

1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma 74119

(Address of Principal Executive Offices)

 

(918)742-5531

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed since Last Report)

 

 

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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Emerging growth company o

 

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. o

 

 

 


 

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

 

On September 28, 2017, Helmerich & Payne, Inc. (the “Company”) announced that Juan Pablo Tardio will retire in June of 2018 from his position as Vice President and Chief Financial Officer of the Company.  Mr. Tardio, age 52, joined the Company in 2001 and has been Chief Financial Officer since 2010.

 

ITEM 7.01                                   Regulation FD Disclosure.

 

On September 28, 2017, the Company issued a press release announcing the retirement of Mr. Tardio, which event is reported in Item 5.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

This information is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 9.01                                   Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

News Release of Helmerich & Payne, Inc. dated September 28, 2017

 

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.

 

 

HELMERICH & PAYNE, INC.

 

(Registrant)

 

 

 

 

By:

/s/ Jonathan M. Cinocca

 

Name:

Jonathan M. Cinocca

 

Title:

Corporate Secretary

 

DATE:

September 28, 2017

 

2

Exhibit 99.1

 

NEWS RELEASE

 

HELMERICH & PAYNE, INC. / 1437 SOUTH BOULDER AVENUE / TULSA, OKLAHOMA

 

September 28, 2017

 

JUAN PABLO TARDIO TO RETIRE IN JUNE OF 2018

 

Helmerich & Payne, Inc. (NYSE: HP) announced today that Juan Pablo Tardio, Vice President and Chief Financial Officer, has informed the Company of his intention to retire in June of 2018.  The Company will soon begin a comprehensive search for CFO candidates.  Mr. Tardio will continue to serve in his current role until a successor is identified and has an opportunity to effectively transition into that position.

 

President and CEO John Lindsay commented, “We would like to thank Juan Pablo for his many years of service to the Company and contributing greatly in his seven years as CFO.  He has played an important role at a time when our Company transformed into the clear market leader in our industry sector.  His professionalism and integrity have served and represented the Company in outstanding fashion.  We are very grateful for his contributions, leadership and distinguished service.”  Mr. Lindsay added, “Juan Pablo’s retirement in no way represents a shift in our general approach to the Company’s financial management, including capital allocation.”

 

Mr. Tardio, who will be retiring after 17 years with the organization, commented, “This is a great Company and I feel privileged to be a part of it.  As I also reflect on personal life pursuits, however, I believe that the time is right for me to retire.  There is a deep sense of satisfaction for what we have accomplished and I look forward to fully supporting the transition to the new CFO.”

 

About Helmerich & Payne, Inc.

 

Helmerich & Payne, Inc. is primarily a contract drilling company.  As of September 28, 2017, the Company’s existing fleet includes 350 land rigs in the U.S., 38 international land rigs, and eight offshore platform rigs.  The Company’s global fleet has a total of 388 land rigs, including 373 AC drive FlexRigs.

 

Forward-Looking Statements

 

This release includes “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and such statements are based on current expectations and assumptions that are subject to risks and uncertainties.  All statements other than statements of historical facts included in this release, including, without limitation, statements regarding the registrant’s future financial position, operations outlook, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  For information regarding risks and uncertainties associated with the Company’s business, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s SEC filings, including but not limited to its annual report on Form 10-K and quarterly reports on Form 10-Q.  As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements.  We undertake no duty to update or revise our forward-looking statements based on changes in internal estimates, expectations or otherwise, except as required by law.

 

Contact:  Investor Relations

investor.relations@hpinc.com

(918) 588-5190

 

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