ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
Effective June 2, 2021, the Board of Directors of Helmerich & Payne, Inc. (the
"Company") approved and adopted amendments to the Company's Amended and Restated
By-laws (as so amended, the "By-laws") to make certain modifications and
clarifications. The changes set forth in the By-laws include, without
limitation, the following: (i) updating certain provisions of Article II
regarding stockholder meetings to provide for electronic notice as well as to
expand the types of written instruments through which a stockholder may confer a
proxy authorization or take an action by written consent, (ii) updating Section
5 of Article II to permit the chairman of a stockholder meeting to postpone, as
well as adjourn, such meeting, (iii) amending Section 15 of Article II to mirror
the provision in the Company's Certificate of Incorporation concerning the
ability of the Company's stockholders to act by written consent, (iv) amending
Section 2 of Article III to remove the age restrictions from the Company's
director qualifications, (v) updating certain provisions of Article III to
reflect the fact that the Company has completed the declassification process of
the Company's Board of Directors, (vi) updating Section 3 of Article III to
provide additional clarity concerning director resignations and the removal of
directors by a majority of the stockholders, (vii) updating Section 9 of Article
III to include provisions clarifying the process and organization of board
meetings, and (viii) including a number of non-substantive, ministerial,
clarifying and conforming changes.
The foregoing description of the By-laws does not purport to be complete and is
qualified in its entirety by reference to the full text of the By-laws, a copy
of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
The Directors of the Company, at a Board of Directors meeting held June 2, 2021,
declared a quarterly cash dividend of $0.25 per share on the Company's common
stock, payable August 31, 2021, to stockholders of record at the close of
business August 17, 2021.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1 Amended and Restated By-laws of Helmerich & Payne, Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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