hp-20260304
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): March 4, 2026
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
| DE | 1-4221 | 73-0679879 | ||||||||||||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
222 North Detroit Avenue
Tulsa, OK 74120
(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 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 | |||||||||||||||||
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 March 6, 2026 | ||||||||||