HELMERICH & PAYNE INC (HP)
Sector: Energy
2026 Annual Meeting Analysis
HELMERICH & PAYNE INC · Meeting: March 4, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
New director nominee (not previously on the board) who is exempt from the TSR trigger; brings deep operational knowledge of H&P as incoming CEO with 17 years at the company, and no overboarding, attendance, or independence concerns apply.
Director since 2018 with relevant technology and energy industry experience; the 3-year TSR gap versus the compensation peer group median is -18.5pp, well below the 35pp trigger threshold for low-positive absolute TSR, so no TSR concern applies.
Director since 2021 with strong oilfield services executive background; serves on one other public board (Harbour Energy), which is within limits; TSR trigger does not apply as the -18.5pp peer gap is below the 35pp threshold.
Director since 2017 with finance, private equity, and multi-industry executive experience; no overboarding or attendance concerns; TSR trigger does not fire given the -18.5pp peer gap is below the 35pp threshold.
Lead Independent Director since 2007 with deep oil and gas industry experience as a founder and CEO of Laredo Petroleum; no current outside public board seats; TSR trigger does not apply.
Chairman since 2012 and director since 1987 with unmatched institutional knowledge as former CEO; serves on one other public board (Coterra Energy), within limits; classified as non-independent but does not serve on audit or compensation committee; TSR trigger does not apply given the -18.5pp peer gap is below the 35pp threshold.
Director since July 2023, which is less than 24 months from the meeting date, making her exempt from the TSR trigger under the new-director exemption; she brings relevant energy sector executive and operational experience with no overboarding concerns.
Director since 2017 with large-company CEO experience at MasTec; as a sitting CEO he holds only one outside public board seat (H&P), which is within the policy limit of one; TSR trigger does not apply.
Director since 2012 and Audit Committee Chair with CPA credentials and extensive CFO experience in the energy sector; serves on one other public board (Cheniere Energy), within limits; TSR trigger does not fire.
Director since 1989 with executive leadership and legal expertise; no current outside public board seats; TSR trigger does not apply given the peer group underperformance gap of -18.5pp is below the 35pp threshold for low-positive absolute TSR.
All 10 director nominees receive a FOR vote. The 3-year TSR underperformance gap versus the company-disclosed compensation peer group median is -18.5 percentage points, which is below the 35pp trigger threshold applicable when absolute 3-year TSR is in the low-positive range (HP's 3-year return is +10.1%). No director is overboarded, no sitting CEO holds more than one outside seat, attendance was 97% across the board in fiscal 2025, and all committee independence requirements are met. Elizabeth Killinger joined in July 2023 and is exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
John W. Lindsay
Total Comp
$9,010,799
Prior Support
95%%
CEO total compensation of approximately $9.0 million is reasonable for a company of H&P's size ($3.3B market cap) in the oilfield services sector, and the prior year say-on-pay vote received strong 95% support indicating broad shareholder alignment. The pay structure is well-designed: a majority of total compensation is variable and at-risk, with long-term equity awards split 50% in performance stock awards (earned based on relative total shareholder return and a return on invested capital modifier) and 50% in time-vested restricted stock, satisfying the policy's pay-mix requirement. While H&P's 3-year TSR of +10.1% trails the peer group median, none of the performance-based equity awards granted in prior years were earned based on one-year or three-year TSR underperformance, demonstrating that the incentive structure is working as intended and executive pay is genuinely aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
31 yrs
Audit Fees
$9,440,928
Non-Audit Fees
$575,260
EY has served as H&P's auditor since 1994, giving it a tenure of approximately 31 years, which exceeds the 25-year threshold that would normally trigger a No vote. However, the proxy discloses that the audit committee conducts an annual evaluation of the auditor's qualifications, competence, independence, and lead partner rotation, which constitutes a specific and reasonable basis for continued engagement. Non-audit fees (audit-related fees of $340,077 plus tax fees of $235,183, totaling $575,260) represent approximately 6.1% of audit fees of $9,440,928, well below the 50% threshold. The large jump in audit fees from $2.9M in 2024 to $9.4M in 2025 is directly attributable to the major KCA Deutag acquisition and related audit work, not a recurring independence concern. A FOR vote is appropriate given the audit committee's active oversight, the clean non-audit fee ratio, and the contextual explanation for the tenure and fee increase.
Actual Vote Results
8-K filed March 6, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Raymond John Adams III | 98.9% | 80.4M | 893,532 | ✓ Elected |
| Elizabeth R. Killinger | 98.7% | 80.2M | 1.0M | ✓ Elected |
| José R. Mas | 98.7% | 79.7M | 1.1M | ✓ Elected |
| Delaney M. Bellinger | 98.2% | 79.8M | 1.5M | ✓ Elected |
| Kevin G. Cramton | 98.0% | 79.7M | 1.6M | ✓ Elected |
| Hans Helmerich | 98.0% | 79.7M | 1.6M | ✓ Elected |
| Belgacem Chariag | 97.8% | 79.5M | 1.8M | ✓ Elected |
| Donald F. Robillard, Jr. | 96.9% | 78.8M | 2.5M | ✓ Elected |
| John D. Zeglis | 92.3% | 75.0M | 6.3M | ✓ Elected |
| Randy A. Foutch | 87.2% | 70.9M | 10.4M | ✓ Elected |
Say on Pay
For 79.2M · Against 1.9M · Abstain 180,604
Auditor Ratification
For 89.1M · Against 3.2M · Abstain 89,773
Other Proposals
Proposal 4
Approval of Amended and Restated 2024 Omnibus Incentive Plan
Overall Assessment
The 2026 H&P annual meeting ballot is straightforward: all 10 director nominees receive a FOR vote as the company's 3-year TSR underperformance versus its disclosed peer group (-18.5pp) falls well short of the 35pp trigger threshold, and no individual director fails overboarding, attendance, or independence tests. The auditor ratification and say-on-pay proposals both pass cleanly — EY's high non-audit fee ratio is not an issue (6%), the compensation structure is genuinely performance-linked with no awards earned in the most recent year due to TSR underperformance, and prior shareholder support for pay was 95%. No stockholder proposals appear on this ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing