PATTERSON-UTI ENERGY, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The
As reported below, at the Annual Meeting of Stockholders of the Company on
Subject to adjustment in the event of certain corporate transactions, the aggregate number of shares of Common Stock authorized for grant under the Plan is approximately 18.9 million, which includes approximately 4.9 million shares previously authorized under the Company's Amended and Restated 2014 Long-Term Incentive Plan, as amended. Shares that are subject to options or SARs count as one share of Common Stock against this aggregate limit. Shares that are subject to awards other than options and SARs count as two shares of Common Stock against this aggregate limit. Generally, if an award granted under the Plan or the existing equity plans of the Company expires, is forfeited, is settled in cash or otherwise terminates without the issuance of all or a portion of the shares of Common Stock subject to the award, the shares allocable to the expired, forfeited, cash settled, or terminated portion of the award will be available for awards again under the Plan; however, shares subject to an award that are used to exercise options, are not issued upon settlement of a SAR, are withheld by the Company for income or employment taxes on exercise of an option or SAR, or are re-purchased on the open market with the exercise price for an option will not, in each case, become available for grant under the Plan. Any shares of Common Stock that again become available for grant under the Plan will be added back as one share if the shares were subject to options or SARs, and as two shares if the shares were subject to awards other than options or SARs.
The Plan provides that the total compensation paid to each non-employee director
for their service as such, whether in cash or in equity awards under the Plan
(based on the grant date fair value of any such awards) during a single fiscal
year may not exceed
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on
The following describes the matters considered by the Company's stockholders at the Annual Meeting, as well as the votes cast at the meeting:
1.
To elect eight directors to the Company's Board of Directors to serve until the next annual meeting of the stockholders or until their respective successors are elected and qualified. Nominee Votes For Votes Withheld Broker Non-votes Tiffany (TJ) Thom Cepak 171,059,759 14,606,366 8,454,808 Michael W. Conlon 182,844,667 2,821,458 8,454,808 William A. Hendricks, Jr. 184,172,815 1,493,310 8,454,808 Curtis W. Huff 178,906,614 6,759,511 8,454,808 Terry H. Hunt 176,652,276 9,013,849 8,454,808 Cesar Jaime 184,472,953 1,193,172 8,454,808 Janeen S. Judah 184,469,604 1,196,521 8,454,808 Julie J. Robertson 183,881,829 1,784,296 8,454,808
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2.
To ratify the selection of
Votes For Votes Against Abstentions Broker Non-votes 188,820,511 5,231,068 69,354
0
3.
To cast a vote to approve an amendment to the
Votes For Votes Against Abstentions Broker Non-votes 175,483,573 10,030,990 151,562 8,454,808 4.
To cast a vote to approve, on an advisory basis, the Company's compensation of its named executive officers as set forth in the proxy statement for the Annual Meeting.
Votes For Votes Against Abstentions Broker Non-votes 181,549,419 4,027,559 89,147 8,454,808 5. To vote, on an advisory basis, on the frequency of future advisory votes on executive compensation. 1 year 2 years 3 years Abstentions 174,236,455 140,165 11,207,995 81,510
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 of the Company's Registration Statement on Form S-8, filed onJune 8, 2023 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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