Helmerich & Payne, Inc. 8-K

What Happened

• Helmerich & Payne, Inc. announced that at its 2026 Annual Meeting of Stockholders on March 4, 2026, shareholders approved the Amended & Restated 2024 Omnibus Incentive Plan (A&R 2024 Plan). The plan authorizes stock- and cash-based awards (options, share appreciation rights, restricted shares/units, bonuses and other awards) for officers, employees, consultants and non‑employee directors. The full plan text was included as Appendix A to the company’s Proxy Statement filed January 22, 2026.
• At the same meeting, shareholders elected the company’s slate of directors to serve until the 2027 annual meeting, ratified Ernst & Young LLP as independent auditors for fiscal 2026, and approved the advisory (say‑on‑pay) vote on executive compensation. This 8‑K was filed March 6, 2026.

Key Details

• A&R 2024 Plan vote: For 76,288,754; Against 4,915,503; Abstain 155,481; Broker Non‑Vote 11,002,381.
• Auditor ratification (Ernst & Young LLP): For 89,092,847; Against 3,179,499; Abstain 89,773.
• Say‑on‑pay (advisory): For 79,238,113; Against 1,941,021; Abstain 180,604; Broker Non‑Vote 11,002,381.
• Director election highlights (For / Against / Abstain; broker non‑vote shown where applicable): example — Raymond John Adams III: 80,379,542 / 893,532 / 86,664 (BNV 11,002,381); Randy A. Foutch: 70,902,402 / 10,377,704 / 79,632 (BNV 11,002,381).

Why It Matters

• Approval of the A&R 2024 Plan gives Helmerich & Payne flexibility to grant equity and cash awards as part of compensation and retention programs for executives and employees; such awards can affect dilution and future compensation expense.
• Re‑election of directors and ratification of auditors provide continuity in corporate governance and financial oversight.
• The favorable say‑on‑pay vote indicates majority shareholder support for the company’s executive compensation framework as presented in the Proxy Statement.