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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): June 30, 2023
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
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| DE | | 1-4221 | | 73-0679879 |
(State or other jurisdiction of
Incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
1437 South Boulder Avenue, Suite 1400
Tulsa, OK 74119
(Address of principal executive offices and zip code)
(918) 742-5531
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock ($0.10 par value) | HP | NYSE |
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.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective June 30, 2023, the Board of Directors (the "Board") of Helmerich & Payne, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved the expansion of the Board from 10 members to 11 and appointed Elizabeth Killinger as a new director of the Company. Ms. Killinger has also been appointed to serve on the Audit Committee and Nominating and Corporate Governance Committee of the Board.
As a non-employee director of the Company, Ms. Killinger will receive the same standard compensation provided to all non-employee members of the Board. As such, in connection with her appointment, Ms. Killinger received (a) a pro-rated quarterly cash retainer fee of $17,975 and (b) an initial prorated award (under the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan) of 3,394 restricted shares which will vest one year from the grant date.
ITEM 7.01 REGULATION FD DISCLOSURE.
On June 30, 2023, the Company issued a press release announcing the expansion of the Board and the appointment of Ms. Killinger as a new director. 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, 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, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| | | | | |
| EXHIBIT NUMBER | DESCRIPTION |
| |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | HELMERICH & PAYNE, INC. | |
| | | |
| By: | /s/ William H. Gault | |
| | Name: | William H. Gault |
| | Title:
Date: | Corporate Secretary
July 5, 2023 |
Exhibit 99.1
June 30, 2023
Helmerich & Payne, Inc. Announces the
Appointment of New Director
TULSA, Okla. — June 30, 2023 (BUSINESS WIRE)-- Helmerich & Payne, Inc. (NYSE: HP) today announced that Elizabeth Killinger was appointed to the Company’s Board of Directors.
Killinger is currently Executive Vice President, NRG Home, a division of NRG Energy, Inc. (NYSE: NRG), which provides residential power and gas services to millions of customers through multiple brands and channels in the United States and Canada. She has over 30 years of domestic and international experience in the energy and services industries, including 20 years with NRG and its predecessors. Prior to joining NRG, Killinger spent a decade providing strategy, management and systems consulting to energy, oilfield services and retail distribution companies across the U.S. and Europe.
Chairman of the Board, Hans Helmerich stated, “We are pleased to have Elizabeth join our Board of Directors and look forward to her contribution. We believe the knowledge and insight she has gained throughout her 30 years of experience within the domestic and international energy and services industry will enable her to provide valuable insight and guidance to our Board and H&P.”
With Killinger’s appointment, H&P’s Board has expanded to include 11 members.
About Helmerich & Payne, Inc.
Founded in 1920, Helmerich & Payne, Inc. is committed to delivering industry leading drilling productivity and reliability. H&P operates with the highest level of integrity, safety and innovation to deliver superior results for our customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world. H&P also develops and implements advanced automation, directional drilling and survey management technologies. For more information, visit www.helmerichpayne.com.
Helmerich & Payne uses its website as a channel of distribution for material company information. Such information is routinely posted and accessible on its Investor Relations website at www.helmerichpayne.com.
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IR Contact:
Dave Wilson, Vice President of Investor Relations
918-588-5190
investor.relations@hpinc.com
