8-K

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): January 19, 2021

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 19, 2021, Stacy Durbin Nieuwoudt was appointed to the Board of Directors of Independence Contract Drilling, Inc. (the “Company”). In connection with this appointment, the Company’s Board of Directors increased the size of the Company’s Board of Directors from five to six directors.

Ms. Nieuwoudt, age 41, is currently a private investor. From 2017 to 2019, Ms. Nieuwoudt served as a Senior Industrial and Energy Analyst for Aptigon Capital, a division of Citadel. From 2010 until 2017, Ms. Nieuwoudt served as a Senior Energy Analyst for Surveyor Capital, also a division of Citadel. Prior to 2010, Ms. Nieuwoudt held various research and analyst positions with Crosslink Capital, Tudor, Pickering, Holt & Co Securities, Encap Investment and Simmons & Company. Ms. Nieuwoudt graduated from Rice University with a Bachelor of Arts degree in political science and history.

In connection with her appointment to the Company’s Board of Directors, the Company entered into an indemnification agreement with Ms. Nieuwoudt and granted her 24,390 restricted stock units (RSUs) pursuant to a restricted stock unit award agreement under the Company’s 2019 Long-Term Incentive Plan, which RSUs will vest ratably in one-third increments on each anniversary of her appointment date.

The terms and conditions of the indemnification agreement, the form of which is filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed on July 18, 2014 and the restricted stock unit award agreement, the form of which is filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended 2019, are incorporated into this Item 5.02 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description
10.1	Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed on July 18, 2014)
10.2	Form of 2019 Outside Director Restricted Stock Unit Award Agreement (Incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 2, 2020)
99.1	Press Release dated January 19, 2021
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: January 19, 2021	By:	/s/ Philip A. Choyce
	Name:	Philip A. Choyce
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

INDEPENDENCE CONTRACT DRILLING, INC. ANNOUNCES APPOINTMENT OF STACY NIEUWOUDT TO BOARD OF DIRECTORS

HOUSTON, TEXAS, January 19, 2021/PRNewswire/ – Independence Contract Drilling, Inc. (the “Company” or “ICD”) (NYSE: ICD) today announced the appointment of Stacy Durbin Nieuwoudt to the Company’s Board of Directors. Ms. Nieuwoudt will serve as a member of the Company’s Audit, Compensation, and Nominating and Governance Committees as an independent director. In connection with her appointment, the Company’s Board of Directors has increased the size of the Company’s Board of Directors from five to six members.

"We are pleased to welcome Stacy to the ICD Board," said Anthony Gallegos, president and chief executive officer of ICD. "Stacy's deep investment experience in energy and industrial companies and knowledge of capital markets will be invaluable to ICD as we navigate the COVID-19 recovery. I welcome her perspective and contribution."

Mr. Daniel McNease, Chairman of the Board of ICD, reiterated, “We are excited to welcome Stacy to our Board. We all look forward to working closely with her and believe her oilfield and industrials investment experience will be an invaluable asset to us.”

Ms. Nieuwoudt most recently served as a Senior Industrial and Energy Analyst for Aptigon Capital from 2017 to 2019 and as a Senior Energy Analyst for Surveyor Capital from 2010 to 2017. Aptigon and Surveyor Capital are both fundamental equity divisions of Citadel. Previously, she held various research and analyst positions with Crosslink Capital, Tudor, Pickering, Holt & Co Securities, Encap Investments and Simmons & Company.

About Independence Contract Drilling, Inc.

Independence Contract Drilling provides land-based contract drilling services for oil and natural gas producers in the United States. The Company constructs, owns and operates a fleet of pad-optimal ShaleDriller rigs that are specifically engineered and designed to accelerate its clients’ production profiles and cash flows from their most technically demanding and economically impactful oil and gas properties. For more information, visit www.icdrilling.com.

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the federal securities laws. Words such as "anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believes," "intends," "objectives," "projects," "strategies" and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to Independence Contract Drilling's operations are based on a number of expectations or assumptions which have been used to develop such information and statements but which may prove to be incorrect. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by management of Independence Contract Drilling. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of the Company’s Annual Report on Form 10-K, filed with the SEC and the information included in subsequent amendments and other filings. These forward-looking statements are based on and include our expectations as of the date hereof. Independence Contract Drilling does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Independence Contract Drilling becomes aware of, after the date hereof.

INVESTOR CONTACTS:

Independence Contract Drilling, Inc.

E-mail inquiries to: Investor.relations@icdrilling.com

Phone inquiries: (281) 598-1211

XML

Cover	Jan. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 19, 2021
Entity Registrant Name	Independence Contract Drilling, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36590
Entity Tax Identification Number	37-1653648
Entity Address, Address Line One	20475 State Highway 249
Entity Address, Address 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
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ICD
Security Exchange Name	NYSE
Entity Central Index Key	0001537028
Amendment Flag	false