Helmerich & Payne (NYSE: HP) investors back 2024 incentive plan

Rhea-AI Filing Summary

Helmerich & Payne, Inc. reported results of its 2026 Annual Meeting of Stockholders held on March 4, 2026. Stockholders approved the Amended & Restated 2024 Omnibus Incentive Plan, a stock and cash-based plan covering options, stock awards, and cash incentives for officers, employees, consultants, and non-employee directors.

All nominated directors were elected to serve until the 2027 annual meeting. Stockholders also ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending September 30, 2026 and approved, on an advisory basis, the compensation of the named executive officers.

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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

FAQ

What did Helmerich & Payne (HP) stockholders approve at the 2026 Annual Meeting?

Helmerich & Payne stockholders approved the Amended & Restated 2024 Omnibus Incentive Plan and the advisory vote on executive compensation. They also ratified Ernst & Young LLP as auditors and elected all nominated directors to serve until the 2027 annual meeting.

What is the Helmerich & Payne Amended & Restated 2024 Omnibus Incentive Plan?

The Amended & Restated 2024 Omnibus Incentive Plan is a stock and cash-based incentive plan. It allows grants of stock options, stock appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards, and cash awards to selected officers, employees, consultants, and non-employee directors.

Were all Helmerich & Payne director nominees elected at the 2026 Annual Meeting?

Yes, all listed director nominees were elected to the board to serve until the 2027 annual meeting. Each director received more votes "For" than "Against," with separate tallies shown for abstentions and broker non-votes across the director slate.

Did Helmerich & Payne stockholders ratify Ernst & Young as auditors for 2026?

Yes, stockholders ratified Ernst & Young LLP as independent auditors for the fiscal year ending September 30, 2026. The vote recorded 89,092,847 shares "For," 3,179,499 "Against," and 89,773 abstentions, confirming broad shareholder support for the auditor appointment.

How did Helmerich & Payne stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on compensation for the named executives in the proxy statement. The tally was 79,238,113 votes "For," 1,941,021 "Against," 180,604 abstentions, and 11,002,381 broker non-votes, indicating overall shareholder support for the pay program.

How did Helmerich & Payne shareholders vote on the 2024 Omnibus Incentive Plan?

Shareholders approved the Amended & Restated 2024 Omnibus Incentive Plan. The vote results were 76,288,754 "For," 4,915,503 "Against," 155,481 abstentions, and 11,002,381 broker non-votes, allowing continued use of stock- and cash-based incentives for eligible participants.

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.5 KB