Helmerich & Payne (HP) Proxy Filing summary

Executive summary

• Achieved strong operational and financial results in fiscal 2024, maintaining stable North America rig count and increasing market share despite a 5% industry decline.

• Expanded international presence, commencing operations in Saudi Arabia and acquiring KCA Deutag, closing in January 2025, to accelerate global growth and diversification.

• Returned approximately $220 million to stockholders via dividends and share repurchases; plan to allocate $100 million to base dividends in fiscal 2025 and prioritize debt reduction.

• Fiscal 2024 saw an 8% increase in North America Solutions segment revenue per day and a 1.2% increase in U.S. market share of super-spec rigs.

• Achieved a 20% increase in performance bonus revenue and continued focus on safety, innovation, and operational excellence.

Voting matters and shareholder proposals

• Election of 10 directors for one-year terms; board recommends voting FOR all nominees.

• Ratification of Ernst & Young LLP as independent auditors for fiscal 2025; board recommends FOR.

• Advisory vote to approve executive compensation; board recommends FOR.

• Shareholders may submit proposals and director nominations for the 2026 meeting, with proxy access and advance notice provisions detailed.

Board of directors and corporate governance

• Board consists of 11 members, 9 of whom are independent; separation of Chair and CEO roles with a strong independent Lead Director.

• Board committees (Audit, Human Resources, Nominating & Corporate Governance) are 100% independent.

• Board diversity: 36% female or minority; average tenure 13 years; commitment to diverse candidate searches.

• Annual board and committee self-evaluations, director orientation, and continuing education.

• Proxy access and majority voting standard for uncontested director elections.