Patterson-UTI Energy Reports Director, Officer, and Bylaw Changes

TL;DR

Patterson-UTI Energy shakes up board and exec comp; bylaws amended.

AI Summary

Patterson-UTI Energy, Inc. filed an 8-K on June 6, 2024, reporting on several key events. These include the departure of directors, election of new directors, and changes in officer compensation arrangements. The filing also covers amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate governance updates, including changes in leadership and compensation, which could impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and does not appear to involve significant financial distress or operational disruptions.

Key Players & Entities

• Patterson-UTI Energy, Inc. (company) — Registrant
• June 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value PTEN The Nasdaq Global Select
• $750,000 — ing a single fiscal year may not exceed $750,000; however, the foregoing limit will inst
• $1,000,000 — er, the foregoing limit will instead be $1,000,000 for any fiscal year in which the non-em

Filing Documents

• pten-20240606.htm (8-K) — 67KB
• ex31-certificateofamendmen.htm (EX-3.1) — 6KB
• 0001628280-24-027053.txt ( ) — 207KB
• pten-20240606.xsd (EX-101.SCH) — 2KB
• pten-20240606_lab.xml (EX-101.LAB) — 23KB
• pten-20240606_pre.xml (EX-101.PRE) — 13KB
• pten-20240606_htm.xml (XML) — 3KB

03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. As reported below, at the Annual Meeting of Stockholders of the Company on June 6, 2024, the Company's stockholders approved an amendment to the Company's restated certificate of incorporation limiting the liability of certain officers of the Company as permitted by recent amendments to Delaware law. This amendment was filed with the Secretary of State of the State of Delaware on June 6, 2024. Effective June 6, 2024, the Board approved and adopted, and the Company filed with the Secretary of State of the State of Delaware, a restated certificate of incorporation, which merely restated and integrated, but did not further amend, the restated certificate of incorporation of the Company, as amended to date. The foregoing description is qualified in its entirety by reference to the full text of the amendment and the restated certificate of incorporation, which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Stockholders of the Company was held on June 6, 2024. Of the 403,251,901 shares of the Company's Common Stock outstanding and entitled to vote at the meeting, 364,774,914 were present either in person or by proxy. 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 eleven 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 Leslie A. Beyer 339,115,618 1,627,115 24,032,181 Tiffany (TJ) Thom Cepak 321,301,954 19,440,779 24,032,181 Robert W. Drummond 339,106,979 1,635,754 24,032,181 Gary M. Halverson 338,763,955 1,978,778 24,032,181 William A. Hendricks, Jr. 339,073,090 1,669,643 24,032,181 Curtis W. Huff 330,987,216 9,755,517 24,032,181 Cesar Jaime 338,834,876 1,907,857 24,032,181 Janeen S. Judah 338,807,356 1,935,377 24,032,181 Amy H. Nelson 338,720,858 2,021,875 24,032,181 Julie J. Robertson 333,271,214 7,471,519 24,032,181 James C. Stewart 286,220,593 54,522,140 24,032,181 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Abstentions Broker Non-votes 349,029,789 15,391,796 353,329 0 3. To cast a vote to approve an amendment to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan. Votes For Votes Against Abstentions Broker Non-votes 319,301,737 21,051,137 389,859 24,032,181 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 327,316,740 12,865,926 560,067 24,032,181 5. To c

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1* Certificate of Amendment to the Restated Certificate of Incorporation of Patterson-UTI Energy, Inc., dated June 6, 2024. 3.2 Restated Certificate of Incorporation of Patterson-UTI Energy, Inc., dated as of June 6, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8, filed on June 6, 2024). 10.1 Patterson-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 on June 6, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Patterson-UTI Energy, Inc. June 6, 2024 By: /s/ Seth D. Wexler Name: Seth D. Wexler Title: Executive Vice President, General Counsel and Secretary

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View this 8-K filing on SEC EDGAR