0001537028false00015370282024-06-052024-06-05

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 5, 2024

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):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    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 

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. 

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 5.07Submission of Matters to a Vote of Security Holders

The Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2024 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, on an advisory basis, the compensation of our named executive officers; and (iii) ratify the appointment of Moss Adams LLP as the Company’s independent auditors for 2024, 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 29, 2024.

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

    

Abstain

Broker Non-Votes

James G. Minmier

6,275,513

82,827

25,882

2,418,950

J. Anthony Gallegos, Jr.

6,282,864

76,476

24,882

2,418,950

Robert J. Barrett, IV

6,202,039

156,301

25,882

2,418,950

Brian D. Berman

6,277,581

80,759

25,882

2,418,950

Vincent J. Cebula

6,180,886

177,954

25,382

2,418,950

Christopher M. Gleysteen

6,279,531

78,809

25,882

2,418,950

Stacy D. Nieuwoudt

6,194,267

164,579

25,377

2,418,949

Proposal 2: Approve, on an advisory basis, the compensation of our Named Executive Officers. The approval on an advisory basis of our named executive officers’ compensation was approved by the votes indicated below:

For

    

Against

Abstain

    

Broker Non-Votes

6,121,684

251,755

10,512

2,419,221

Proposal 3: Ratification of the appointment of Moss Adams LLP as the Company’s independent auditors for 2024. The ratification of Moss Adams LLP as the Company’s independent auditors for 2024 was approved by the votes indicated below:

For

    

Against

Abstain

    

Broker Non-Votes

8,411,794

340,479

50,899

-

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number

    

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 5, 2024

By:

/s/ Philip A. Choyce

Name:

Philip A. Choyce

Title:

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity File Number 001-36590
Entity Registrant Name Independence Contract Drilling, Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 37-1653648
Entity Address, Address Line One 20475 State Highway 249
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77070
City Area Code 281
Local Phone Number 598-1230
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol ICD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001537028
Amendment Flag false

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