ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective August 3, 2021, the Board of Directors (the "Board") of Helmerich &
Payne, Inc. (the "Company"), upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, approved the expansion of the Board
from 11 members to 12, and appointed Belgacem Chariag as a new director of the
Company. Mr. Chariag has also been appointed to serve on the Human Resources
Committee and Nominating and Corporate Governance Committee of the Board.
As a non-employee director of the Company, Mr. Chariag will receive the same
standard compensation provided to all non-employee members of the Board. As
such, in connection with his appointment, Mr. Chariag received (a) a pro-rated
quarterly cash retainer fee of $7,880 and (b) an initial prorated award (under
the Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan) of 3,645 restricted
shares which will vest one year from the grant date.
ITEM 7.01 REGULATION FD DISCLOSURE.
On August 3, 2021, the Company issued a press release announcing the expansion
of the Board and the appointment of Mr. Chariag as a new director. The press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This information is being furnished pursuant to Item 7.01 of this Current Report
on Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
99.1 Press release dated August 3, 2021, issued by the Company.
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
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