UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
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Helmerich & Payne, Inc.
(Name of Registrant as Specified In Its Charter)
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M65486-P45497 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. HELMERICH & PAYNE, INC. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on March 5, 2014. HELMERICH & PAYNE, INC. 1437 S. BOULDER AVENUE SUITE 1400 TULSA, OK 74119-3623 Meeting Information See the reverse side of this notice to obtain proxy materials and voting instructions. Meeting Type: Annual Meeting For holders as of: January 10, 2014 Date: March 5, 2014 Time: 12:00 PM Location: Boulder Towers H&P Conference Center 11th Floor 1437 South Boulder Ave Tulsa, Oklahoma

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 19, 2014 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. NOTICE AND PROXY STATEMENT ANNUAL REPORT FORM OF PROXY . XXXX XXXX XXXX . XXXX XXXX XXXX . XXXX XXXX XXXX M65487-P45497 Proxy Materials Available to VIEW or RECEIVE:

Voting Items 2. Ratifi cation of Ernst & Young LLP as auditors for 2014. 3. Advisory vote on executive compensation. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees The Board of Directors recommends you vote FOR proposals 2. and 3. 1a. Hans Helmerich 1b. John W. Lindsay 1c. Paula Marshall 1d. Randy A. Foutch 1e. John D. Zeglis 1f. William L. Armstrong 1g. Thomas A. Petrie M65488-P45497

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