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): February 6, 2019
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-22664 |
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75-2504748 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
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77064 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 281-765-7100
Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 6, 2019, the Board of Directors (the “Board”) of Patterson-UTI Energy, Inc. (the “Company”) approved amendments to the Company’s Third Amended and Restated Bylaws to implement proxy access. The amendments, as set forth in the Fourth Amended and Restated Bylaws (the “Bylaws”), took effect upon approval by the Board.
Article I, Section 11 has been added to permit a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director nominees constituting up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws. Proxy access will be available for stockholders beginning with the Company’s 2020 annual meeting of stockholders.
In order to reflect the adoption of proxy access, the Bylaws were also amended to make minor changes to the advance notice provisions in Article I, Section 8 and the provisions governing the submission of information by director nominees in Article I, Section 9. These amendments also add or amend certain defined terms and make other clarifying, conforming, and technical or non-substantive changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished herewith:
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.
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Patterson-UTI Energy, Inc. |
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February 12, 2019 |
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By: |
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/s/ Seth D. Wexler |
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Name: Seth D. Wexler |
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Title: Senior Vice President, General Counsel and Secretary |