Item 3.03 Material Modification of Rights of Security Holders
Certificate of Amendment to the Restated Certificate of Incorporation
On June 8, 2022, Independence Contract Drilling, Inc. (the “Company”) filed a certificate of amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) with the Delaware Secretary of State. The Charter Amendment increases the number of authorized shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) from 50 million shares to 250 million shares. The Charter Amendment does not change the number of authorized shares of the Company’s preferred stock or the par value per share of any stock.
The foregoing summary description of the Charter Amendment is subject to and qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and the terms of which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment No. 1 to the 2019 Plan
On June 8, 2022, the Company’s stockholders approved an amendment to our 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2019 Plan by 4,300,000 shares (such amendment to the 2019 Plan, “Amendment No. 1”). Amendment No. 1 increases the number of authorized shares of Common Stock issuable under the 2019 Plan by 4,300,000 shares (from 275,000 shares to 4,575,000 shares). Amendment No. 1 allows the Company to be able to continue its long-term incentive compensation program for employees and directors in 2022 and beyond.
The foregoing summary description of the Amendment No. 1 is subject to and qualified in its entirety by reference to Amendment No. 1 to the 2019 Plan, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022 in Houston, Texas. At the Annual Meeting, stockholders were requested to: (i) elect six individuals to serve on the Board until the 2023 annual meeting of stockholders; (ii) approve, on an advisory basis, the compensation of our named executive officers; (iii) approve an amendment to our Amended and Restated Certificate of Incorporation, as amended to date (the “Restated Certificate of Incorporation”) to increase the number of shares of Common Stock authorized for issuance from 50 million to 250 million (the “Charter Amendment Proposal”); (iv) approve an amendment to our 2019 Plan to increase the number of shares of Common Stock authorized for issuance under the 2019 Plan by 4,300,000 shares (the “LTIP Proposal”); (v) approve, in accordance with Section 312.03 of The New York Stock Exchange Listed Company Manual, the issuance of up to 64,045,085 shares of Common Stock (subject to adjustment for stock dividends, splits and recapitalizations, etc., pro rata based on any subsequent changes to the applicable conversion rate under the Indenture) upon conversion of any convertible secured PIK toggle notes due 2026 (the “Notes”) issued under the Indenture, dated as of March 18, 2022 (the “Indenture”), with U.S. Bank Trust Company, National Association as trustee and collateral agent (the “Share Issuance Proposal”); and (vi) ratify the appointment of BDO USA, LLP as the Company’s independent auditors for 2022, 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 22, 2022.
