Patterson-UTI Energy, Inc. (NASDAQ:PTEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan (the
2014 Plan) was originally approved by the stockholders of
Patterson-UTI Energy, Inc., a Delaware corporation (the Company),
effective as of April 17, 2014. On May 17, 2017, the Board of
Directors of the Company approved the amendment and restatement
of the 2014 Plan (the Amended and Restated Plan), subject to the
approval of the Companys stockholders. The Amended and Restated
Plan allows awards made to the Amended and Restated Plan to meet
the requirements of performance-based compensation under section
162(m) of the Internal Revenue Code of 1986, as amended.

On June 29, 2017, the Companys stockholders approved the adoption
of the Amended and Restated Plan. Directors, employees, including
officers, consultants and advisors are eligible for awards under
the Amended and Restated Plan. The Amended and Restated Plan
provides for the granting of incentive and non-incentive stock
options, stock appreciation rights (SARs), restricted stock
awards, other stock unit awards, performance shares, performance
units and dividend equivalents. With respect to awards to
participants other than directors, the Amended and Restated Plan
is administered by the Compensation Committee of the Companys
Board of Directors, which comprises exclusively non-employee
independent directors. With respect to awards to directors, the
Amended and Restated Plan is administered by the Board of
Directors.

The aggregate number of shares of Common Stock authorized for
grant under the Amended and Restated Plan is 18.9 million, which
includes the 9.1 million shares previously authorized under the
2014 Plan. After giving effect to the increase included in the
Amended and Restated Plan and accounting for previously granted
awards, approximately 10.25 million shares remain available for
issuance under the Amended and Restated Plan as of June 29,
2017.Shares that are subject to options or SARs count as one
share of Common Stock against the aggregate number. Shares that
are subject to awards other than options and SARS count as two
shares of Common Stock against the aggregate number. Generally,
if an award granted under the Amended and Restated Plan or the
existing equity plans of the Company expires, is forfeited, is
settled in cash or otherwise terminates without the issuance of
all or a portion of the shares of Common Stock subject to the
award, the shares allocable to the expired, forfeited, cash
settled, or terminated portion of the award will be available for
awards again under the Amended and Restated Plan. Any shares of
Common Stock that again become available for grant under the
Amended and Restated Plan will be added back as one share if the
shares were subject to options or SARs, and as two shares if the
shares were subject to awards other than options or SARs,
provided that shares subject to awards originally granted under
the existing equity plans will be added back as the same number
of shares with respect to which the original award counted
against the pool of available shares.

Under the Amended and Restated Plan, no participant may be
granted options or SARs during any calendar year with respect to
more than 1,000,000 shares of Common Stock or restricted stock,
performance awards denominated in shares and/or other stock unit
awards that are denominated in shares in any calendar year with
respect to more than 500,000 shares. In addition to the foregoing
limits, the maximum dollar value payable to any participant with
respect to performance awards denominated in cash in respect of
any calendar year is $5,000,000. Any award will only be subject
to one of the applicable per person limits set forth in the
previous sentence. No director may be granted during any calendar
year awards having a fair value determined on the date of grant
that, when added to other fees paid in cash for such year,
exceeds $500,000.

The foregoing description of the Amended and Restated Plan is
qualified in its entirety by reference to the text of the Amended
and Restated Plan, which is included as Exhibit 10.1 hereto.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on
June 29, 2017. Of the 211,973,554 shares of the Companys Common
Stock outstanding and entitled to vote at the meeting,
194,124,762 were present either in person or by proxy.

The following describes the matters considered by the Companys
stockholders at the Annual Meeting, as well as the votes cast at
the meeting:

Disclosure Regarding Frequency of Stockholder Advisory Vote on
Executive Compensation

In accordance with the results of the advisory vote, the Company
intends to hold future advisory votes annually on the
compensation of executive officers in its proxy materials until
the next required vote on the frequency of stockholder votes on
the compensation of executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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PATTERSON UTI ENERGY INC Exhibit
EX-10.1 2 pten-ex101_24.htm EX-10.1 pten-ex101_24.htm   Exhibit 10.1   PATTERSON-UTI ENERGY,…
To view the full exhibit click here
About Patterson-UTI Energy, Inc. (NASDAQ:PTEN)

Patterson-UTI Energy, Inc. owns and operates fleets of land-based drilling rigs and a fleet of pressure pumping equipment in the United States. The Company operates in three segments: Contract Drilling, Pressure Pumping, and Oil and Natural Gas. The Company provides contract drilling services to oil and natural gas operators in the continental United States, and western and northern Canada. The Company provides pressure-pumping services to oil and natural gas operators. The Company also invests in oil and natural gas properties. The Company’s Contract Drilling segment markets its contract drilling services to oil and natural gas operators. The Company’s Pressure Pumping segment provides pressure-pumping services to oil and natural gas operators in Texas and the Appalachian region. The Company’s oil and natural gas working interests are located in producing regions of Texas and New Mexico. Pressure pumping services consist of well stimulation, such as hydraulic fracturing.