H&P - Helmerich & Payne Inc.

03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:38

Proxy Results, Management Change/Compensation (Form 8-K)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
At the 2026 Annual Meeting of Stockholders of Helmerich & Payne, Inc. (the "Company") held on March 4, 2026 (the "2026 Annual Meeting"), the Company's stockholders approved the Helmerich & Payne, Inc. Amended & Restated 2024 Omnibus Incentive Plan (the "A&R 2024 Plan"). The A&R 2024 Plan is a stock and cash-based incentive plan and includes provisions by which the Company may grant selected officers, employees, consultants, and non-employee directors stock options, share appreciation rights, restricted shares and restricted share units, share bonuses, other share-based awards, and cash awards. The A&R 2024 Plan is more fully described in the Company's Definitive Proxy Statement (the "Proxy Statement") for its 2026 Annual Meeting. The full text of the A&R 2024 Plan was included as Appendix A to the Proxy Statement, which was filed with the Securities and Exchange Commission on January 22, 2026 and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the 2026 Annual Meeting, the Company's stockholders voted on the following matters with final voting results described below.
1.The individuals listed below were elected at the 2026 Annual Meeting to serve as Directors of the Company until the Company's Annual Meeting of Stockholders in 2027.
For Against Abstain Broker Non-Vote
Raymond John Adams III 80,379,542 893,532 86,664 11,002,381
Delaney M. Bellinger 79,769,338 1,491,057 99,343 11,002,381
Belgacem Chariag 79,456,792 1,797,286 105,660 11,002,381
Kevin G. Cramton 79,692,198 1,589,460 78,080 11,002,381
Randy A. Foutch 70,902,402 10,377,704 79,632 11,002,381
Hans Helmerich 79,663,221 1,641,098 55,419 11,002,381
Elizabeth R. Killinger 80,216,294 1,045,199 98,245 11,002,381
José R. Mas 79,713,313 1,089,058 557,367 11,002,381
Donald F. Robillard, Jr. 78,787,901 2,490,068 81,769 11,002,381
John D. Zeglis 75,002,614 6,275,198 81,926 11,002,381
2. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the Company's fiscal year ending September 30, 2026 was approved.
For Against Abstain
89,092,847 3,179,499 89,773
3. The advisory vote on the compensation of the Company's executives named in the Proxy Statement for the 2026 Annual Meeting was approved.
For Against Abstain Broker Non-Vote
79,238,113 1,941,021 180,604 11,002,381
4. The proposal to approve the Amended and Restated 2024 Omnibus Incentive Plan was approved.
For Against Abstain Broker Non-Vote
76,288,754 4,915,503 155,481 11,002,381
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