Helmerich & Payne (HP) Proxy Filing summary

Executive summary

• Completed acquisition of KCA Deutag, establishing the largest active land drilling fleet globally and advancing international integration and scale.

• Strengthened financial position by repaying $210 million of a $400 million term loan, with full repayment expected by Q3 2026.

• Achieved record performance in North America Solutions, with industry-leading margins and technological innovation.

• Leadership transition announced: CEO John W. Lindsay to retire after the 2026 Annual Meeting, succeeded by Trey Adams.

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2027 Annual Meeting.

• Ratification of Ernst & Young LLP as independent auditors for fiscal year ending September 30, 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of the Amended and Restated 2024 Omnibus Incentive Plan, increasing share reserve and extending plan term.

Board of directors and corporate governance

• Board consists of 10 nominees, 8 of whom are independent; separation of Chair and CEO roles.

• Committees: Audit, Human Resources, Nominating and Corporate Governance, and Eastern Hemisphere Strategy, all with independent members.

• Board emphasizes diversity, skills, and experience; annual self-evaluations and director education.

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