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): June 4, 2019
 
Independence Contract Drilling, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-36590
 
37-1653648
 
 
 
 
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
20475 State Highway 249, Suite 300
Houston, TX 77070
 
 
 
 
 
(Address of principal executive offices)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(281) 598-1230
 
 
 
 
 
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/A
 
 
 
 
 
 
(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 (see General Instruction A.2. below):  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 x
 
 
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. x
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange where registered
Common Stock, $0.01 par value per share
 
ICD
 
New York Stock Exchange





Item 5.07
Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 4, 2019 in Houston, Texas. At the Annual Meeting, stockholders were requested to (i) elect seven individuals to serve on the Board until the next annual meeting of stockholders, (ii) approve the adoption of the 2019 Omnibus Incentive Plan and (iii) ratify the appointment of BDO USA, LLP as the Company’s independent auditors for 2019, each as more fully described in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 25, 2019.
Proposal 1: Election of Directors . All seven nominees were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders by the votes indicated below:
Executive
 
Voted For
 
Votes Withheld
 
Broker Non-Votes
Thomas R. Bates, Jr.
 
51,803,847
 
5,455,364
 
3,348,749
J. Anthony Gallegos, Jr.
 
56,522,296
 
736,915
 
3,348,749
James D. Crandell
 
53,947,523
 
3,311,688
 
3,348,749
Matthew D. Fitzgerald
 
50,944,854
 
6,314,357
 
3,348,749
Daniel F. McNease
 
56,508,054
 
751,157
 
3,348,749
James G. Minmier
 
56,215,853
 
1,043,358
 
3,348,749
Adam J. Piekarski
 
56,522,296
 
736,915
 
3,348,749
Proposal 2: Approve the adoption of the 2019 Omnibus Incentive Plan . The adoption of the 2019 Omnibus Incentive Plan was approved by the votes indicated below:

For
 
Against
 
Abstain
54,601,076
 
2,658,135
 
3,348,749

Proposal 3: Ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for 2019 . The ratification of BDO, LLP as the Company’s independent auditors for 2019 was approved by the votes indicated below:

For
 
Against
 
Abstain
60,603,753
 
3,225
 
982







SIGNATURES
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.  
 
 
 
 
 
 
 
 
 
 
 
Independence Contract Drilling, Inc.
 
 
 
 
Date: June 4, 2019
 
 
 
By:
 
/s/ Philip A. Choyce
 
 
 
 
Name:
 
Philip A. Choyce
 
 
 
 
Title:
 
Executive Vice President & Chief Financial Officer





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