Helmerich & Payne Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$HP
Oil & Gas Production
Energy
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): September 11, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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.):
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On September 11, 2024, the Board of Directors (the “Board”) of Helmerich & Payne, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), which became effective the same day. Among other things, the amendments (a) revise the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by clarifying the parties as to whom disclosure is required, the types of additional information the Company may request about stockholder-proposed nominees and the role of the Board with respect to determining whether such business proposals or nominations were proposed or made in accordance with the By-Laws, and (b) remove the requirement that an incumbent director tender his or her resignation following an uncontested election in which the director did not receive support from a majority of votes cast (which policy is set forth in the Company’s Corporate Governance Guidelines). The By-Laws also incorporate various other updates and technical, clarifying and conforming changes, including to reflect that, in the absence of the Chairman of the Board and the Company’s Chief Executive Officer, only an officer or director of the Company may be designated as the presiding chair of a stockholders’ meeting.
The foregoing summary of the amendments to the Company’s By-Laws is qualified in all respects by reference to the text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | DESCRIPTION | ||||
| 3.1 | |||||
| 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.
| HELMERICH & PAYNE, INC. | |||||||||||
| By: | /s/ William H. Gault | ||||||||||
| Name: | William H. Gault | ||||||||||
| Title: Date: | Corporate Secretary September 12, 2024 | ||||||||||