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:  March 5, 2014

 

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))

 

 

 



 

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

 

On March 5, 2014, Hans Helmerich, Chairman of the Board of Helmerich & Payne, Inc. (the “Company”), retired from the position of Chief Executive Officer as part of a planned succession.  On the same date, Mr. Helmerich and the Company entered into an Advisory Services Agreement pursuant to which Mr. Helmerich will provide consulting services to the Company for a three-year period.  Mr. Helmerich’s monthly compensation under the Agreement will be $41,667 during year one, $33,333 during year two, and $25,000 during year three.  Either party may terminate the Agreement upon 60 days prior written notice to the other party.  The Agreement is attached as Exhibit 10.1 to this Report on Form 8-K and is incorporated herein by reference.

 

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

 

The Annual Meeting of Stockholders of the Company was held on March 5, 2014.  Of the 107,875,518 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 92,521,935 shares were present either in person or by proxy.

 

The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the results of the votes cast at the meeting:

 

1.                                      To elect as Directors the seven nominees listed below and named in the Company’s Proxy Statement for one-year terms expiring in 2015.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

Hans Helmerich

 

81,931,662

 

2,031,040

 

919,089

 

7,640,144

 

John W. Lindsay

 

83,239,716

 

1,364,240

 

277,835

 

7,640,144

 

Paula Marshall

 

80,982,218

 

2,967,668

 

931,905

 

7,640,144

 

Randy A. Foutch

 

82,091,832

 

2,500,986

 

288,973

 

7,640,144

 

John D. Zeglis

 

80,827,440

 

3,110,074

 

944,277

 

7,640,144

 

William L. Armstrong

 

80,824,746

 

3,119,680

 

937,365

 

7,640,144

 

Thomas A. Petrie

 

82,001,026

 

2,594,061

 

286,704

 

7,640,144

 

 

2.                                      To ratify the appointment of Ernst & Young LLP as the independent auditors for the Company for the fiscal year ending September 30, 2014.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

91,194,148

 

1,013,647

 

314,140

 

0

 

 

3.                                      To cast an advisory vote to approve the compensation of our executives disclosed in the Company’s Proxy Statement.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

81,507,732

 

2,989,885

 

384,174

 

7,640,144

 

 

2



 

ITEM 9.01                                  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit Number

 

Description

 

 

 

10.1

 

Advisory Services Agreement dated March 5, 2014 between Helmerich & Payne, Inc. and Hans C. Helmerich

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized the undersigned to sign this report on its behalf.

 

 

HELMERICH & PAYNE, INC.

 

(Registrant)

 

 

 

/s/ Steven R. Mackey

 

Steven R. Mackey

 

Executive Vice President

 

 

 

DATE: March 7, 2014

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.1

 

Advisory Services Agreement dated March 5, 2014 between Helmerich & Payne, Inc. and Hans C. Helmerich

 

4