Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 15, 2021, Unit Corporation (the “Company” or the “Corporation”) filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Existing Charter”). The Certificate of Amendment became effective on filing. The Certificate of Amendment was approved by the holders of a majority of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, by written consent. The Certificate of Amendment removed the following provisions from the Existing Charter:
a.Section 9.1(e), which requires stockholder approval of any redemption, repurchase or other acquisition by the Corporation of its equity securities, or any dividend on the common stock of the Corporation, in each case, except (i) on a pro rata basis or (ii) redemptions, repurchases or other acquisitions of such securities issued under employee benefit plans;
b.Section 9.1(g), which requires stockholder approval of any acquisition of assets or equity interests of any person, any business combination between the Corporation and a third party, whether by way of merger, consolidation, sale of all or substantially all of the Corporation’s assets or a material line of business, or other similar transaction or any disposition of assets or equity interests of a subsidiary, whether in a single transaction or a series of related transactions, that would involve aggregate consideration payable or receivable, as applicable, by the Corporation or its subsidiaries in excess of $25 million;
c.Section 9.1(h), which requires stockholder approval of the incurrence of an aggregate amount of indebtedness for borrowed money of the Corporation and its subsidiaries taken as a whole in excess of $25 million, except for borrowings from time to time under a loan agreement, credit facility or similar arrangement, which agreement, facility or arrangement was previously approved under this Section 9.1, including the exit facility and any extensions, refinancings, amendments or amendments and restatements of any such agreement, facility or arrangement; and
d.Article X, which gives preemptive rights to the stockholders of the Corporation holding at least 5% of the outstanding common stock of the Corporation both as of the effective date of the Plan of Reorganization of the Corporation and the date of the notice of preemptive rights.
The foregoing is qualified in its entirety by the Certificate of Amendment, which is filed as an exhibit to this Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Effective June 14, 2021, the holders of approximately 50.5% (or 5,600,078 shares) of the issued and outstanding shares of common stock of the Company took action by written consent in lieu of a meeting of stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware, which written consent approved the amendments to the Existing Charter described in Item 5.03 above and incorporated by reference into this Item 5.07.