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): June 8, 2022
Independence Contract Drilling, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-36590 |
| 37-1653648 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
20475 State Highway 249 Suite 300
Houston TX 77070
(Address of principal executive offices)
(281) 598-1230
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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. below):
☐ 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Item 3.03 Material Modification of Rights of Security Holders
Certificate of Amendment to the Restated Certificate of Incorporation
On June 8, 2022, Independence Contract Drilling, Inc. (the “Company”) filed a certificate of amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) with the Delaware Secretary of State. The Charter Amendment increases the number of authorized shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) from 50 million shares to 250 million shares. The Charter Amendment does not change the number of authorized shares of the Company’s preferred stock or the par value per share of any stock.
The foregoing summary description of the Charter Amendment is subject to and qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and the terms of which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment No. 1 to the 2019 Plan
On June 8, 2022, the Company’s stockholders approved an amendment to our 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2019 Plan by 4,300,000 shares (such amendment to the 2019 Plan, “Amendment No. 1”). Amendment No. 1 increases the number of authorized shares of Common Stock issuable under the 2019 Plan by 4,300,000 shares (from 275,000 shares to 4,575,000 shares). Amendment No. 1 allows the Company to be able to continue its long-term incentive compensation program for employees and directors in 2022 and beyond.
The foregoing summary description of the Amendment No. 1 is subject to and qualified in its entirety by reference to Amendment No. 1 to the 2019 Plan, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022 in Houston, Texas. At the Annual Meeting, stockholders were requested to: (i) elect six individuals to serve on the Board until the 2023 annual meeting of stockholders; (ii) approve, on an advisory basis, the compensation of our named executive officers; (iii) approve an amendment to our Amended and Restated Certificate of Incorporation, as amended to date (the “Restated Certificate of Incorporation”) to increase the number of shares of Common Stock authorized for issuance from 50 million to 250 million (the “Charter Amendment Proposal”); (iv) approve an amendment to our 2019 Plan to increase the number of shares of Common Stock authorized for issuance under the 2019 Plan by 4,300,000 shares (the “LTIP Proposal”); (v) approve, in accordance with Section 312.03 of The New York Stock Exchange Listed Company Manual, the issuance of up to 64,045,085 shares of Common Stock (subject to adjustment for stock dividends, splits and recapitalizations, etc., pro rata based on any subsequent changes to the applicable conversion rate under the Indenture) upon conversion of any convertible secured PIK toggle notes due 2026 (the “Notes”) issued under the Indenture, dated as of March 18, 2022 (the “Indenture”), with U.S. Bank Trust Company, National Association as trustee and collateral agent (the “Share Issuance Proposal”); and (vi) ratify the appointment of BDO USA, LLP as the Company’s independent auditors for 2022, each as more fully described in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 22, 2022.
Proposal 1: Election of Directors. All six nominees were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders by the votes indicated below:
Executive |
| Voted For |
| Votes Withheld |
| Abstain | Broker Non-Votes | |
Daniel F. McNease | 7,510,291 | 704,326 | 150,662 | 2,125,972 | ||||
J. Anthony Gallegos, Jr. | 7,573,689 | 571,223 | 220,367 | 2,125,972 | ||||
Vincent J. Cebula | 7,573,735 | 639,453 | 152,091 | 2,125,972 | ||||
Christopher M. Gleysteen | 7,550,544 | 683,785 | 130,950 | 2,125,972 | ||||
James G. Minmier | 7,508,614 | 785,975 | 70,690 | 2,125,972 | ||||
Stacy D. Nieuwoudt | 7,536,633 | 756,564 | 72,082 | 2,125,972 |
Proposal 2: Approve, on an advisory basis, the compensation of our Named Executive Officers. The approval on an advisory basis of our named executive officers was approved by the votes indicated below:
For |
| Against | Abstain |
| Broker Non-Votes | |
7,415,483 | 906,443 | 43,353 | 2,125,972 |
Proposal 3: Approve the Charter Amendment Proposal to our Restated Certificate of Incorporation. The Charter Amendment Proposal was approved by the votes indicated below:
For |
| Against | Abstain |
| Broker Non-Votes | |
8,884,634 | 1,449,102 | 157,515 | - |
Proposal 4: The LTIP Proposal. The LTIP Proposal was approved by the votes indicated below:
For |
| Against | Abstain |
| Broker Non-Votes | |
6,872,791 | 1,453,592 | 38,896 | 2,125,972 |
Proposal 5: The Share Issuance Proposal. The Share Issuance Proposal was approved by the votes indicated below:
For |
| Against | Abstain |
| Broker Non-Votes | |
7,596,870 | 721,105 | 47,304 | 2,125,972 |
Proposal 6: Ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for 2022. The ratification of BDO USA, LLP as the Company’s independent auditors for 2022 was approved by the votes indicated below:
For |
| Against | Abstain |
| Broker Non-Votes | |
9,820,365 | 473,571 | 197,315 | - |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
† Indicates a management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
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.
Independence Contract Drilling, Inc. | ||
Date: June 8, 2022 | By: | /s/ Philip A. Choyce |
Name: | Philip A. Choyce | |
Title: | Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |
281904639v.2
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
INDEPENDENCE CONTRACT DRILLING, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Independence Contract Drilling, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is Independence Contract Drilling, Inc. (the “Corporation”) and that the Corporation was originally incorporated pursuant to the DGCL on November 4, 2011 under the name Independence Contract Drilling, Inc.
SECOND: That the Board of Directors of the Corporation duly adopted resolutions setting forth the proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:
RESOLVED:
The second sentence of the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of this Corporation be amended and restated to read in its entirety as follows:
“The total of number of shares of stock which the Corporation shall have authority to issue is 260,000,000, consisting of 250,000,000 shares of Common Stock, with a par value of $0.01 per share, and 10,000,000 shares of Preferred Stock, with a par value of $0.01 per share.”
THIRD: That thereafter said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Corporation.
IN WITNESS WHEREOF, Independence Contract Drilling, Inc. has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 8th day of June, 2022.
By: /s/ J. Anthony Gallegos, Jr.
Name: J. Anthony Gallegos, Jr.
Title: Chief Executive Officer
281732315v.3
AMENDMENT NO. 1 TO
INDEPENDENCE CONTRACT DRILLING, INC.
2019 OMNIBUS INCENTIVE PLAN
The Independence Contract Drilling, Inc. 2019 Omnibus Incentive Plan (the “Plan”) is hereby amended, effective as of June 8, 2022, as follows:
| A. | The Plan is hereby amended by amending and restating Section 4.1(a) thereto as follows: |
(a) | Subject to adjustment as provided in Section 4.5, the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is 4,575,000 (the “Authorized Shares”). At the time this Plan becomes effective, none of the shares of Stock available for future grant under the Prior Plans shall be available for grant under such Prior Plans. |
| B. | For purposes of clarification, the Authorized Shares include the effect of a 1-for-20 reverse stock split of the Company’s common stock pursuant to the Company’s Certificate of Amendment of the Amended and Restated Certificated of Incorporation, dated as of March 11, 2020. |
| C. | All terms used herein that are defined in the Plan shall have the same meanings given to such terms in the Plan, except as otherwise expressly provided herein. |
| D. | Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this instrument shall be read, taken and construed as one and the same instrument. |
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, has approved, ratified and executed this Amendment on this 8th day of June, 2022.
INDEPENDENCE CONTRACT DRILLING, INC. | |
By: | /s/ Philip A. Choyce |
Name: Title: | Philip A. Choyce Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
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