Form 8-K - Current report

0001537028false00015370282024-06-052024-06-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 5, 2024

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Independence Contract Drilling, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	​	001-36590	​	37-1653648
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(I.R.S. Employer Identification No.)

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20475 State Highway 249, Suite 300

Houston, TX 77070

(Address of principal executive offices)

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[phone]

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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):

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☐    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))

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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).

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Emerging growth company ☐

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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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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:

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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

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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:

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For		Against	​	Abstain		Broker Non-Votes
6,121,684	​	251,755	​	10,512	​	2,419,221

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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:

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For		Against	​	Abstain		Broker Non-Votes
8,411,794	​	340,479	​	50,899	​	-

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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​	Independence Contract Drilling, Inc.
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Date: June 5, 2024	By:	/s/ Philip A. Choyce
​	Name:	Philip A. Choyce
​	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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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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