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HP > SEC Filings for HP > Form 8-K/A on 9-Jun-2014All Recent SEC Filings

Show all filings for HELMERICH & PAYNE INC



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financia

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On June 4, 2014, the Board of Directors of Helmerich & Payne, Inc. (the "Company") approved an amendment to the Amended and Restated By-Laws of Helmerich &Payne, Inc. (the "By-Laws"). The By-Laws as so amended are effective as of June 4, 2014. Article II, Section 11 of the By-Laws provides, in part, the manner in which a stockholder may bring a matter before a stockholder meeting. Article II, Section 11 requires a stockholder to submit a notice to the Company containing certain information pertinent to the stockholder proposal or nomination of a director. The By-Laws have been amended by adding clause
(vii) to Article II, Section 11(c). Clause (vii) provides that, as part of the stockholder's notice concerning the nomination of a director, the director nominee must represent and agree (on a form provided by the Company) that he or she (i) is not and will not become a party to any agreement, arrangement or understanding and has given no commitment as to how, if elected, such person will vote as a director (except as disclosed to the Company) and has no and will not have a voting commitment that might interfere with the director's fiduciary duties, (ii) is not and will not be a party to any agreement, arrangement or understanding to accept compensation (other than from the Company) in connection with his or her service as a director (except as disclosed to the Company), and (iii) will comply with all publicly disclosed corporate governance, confidentiality and other policies of the Company if elected. The foregoing description of the amendment to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the By-Laws, as amended, that are attached hereto as Exhibit 3.1 and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

3.1 Amended and Restated By-Laws of Helmerich & Payne, Inc.

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