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): November 29, 2016

HYPERDYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-32490	87-0400335
(Commission File Number)	(IRS Employer Identification No.)

12012 Wickchester Lane, Suite 475

Houston, Texas 77079

(Address of principal executive offices,
including Zip Code)

(713) 353-9400

(Registrant’s telephone number,
including area code)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 29, 2016, Hyperdynamics Corporation (“Hyperdynamics,” the “Company,” “we,” and “us”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 43,750,000 shares to 87,000,000 shares.  As discussed below, the Company’s stockholders approved the amendment at the Special Meeting of Stockholders of the Company (the “Special Meeting”).  The Certificate of Amendment is filed as Exhibit 3.1.8 to this report.

Item 5.07Submission of Matters to a Vote of Security Holders.

The Special Meeting was held on November 29, 2016.  The Company previously filed with the Securities and Exchange Commission a proxy statement and related materials pertaining to the Special Meeting. Only stockholders of record as of the close of business on October 21, 2016 (the “Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, approximately 21.2 million shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting, of which 17,650,668 shares were represented, in person or by proxy, and which constituted a quorum. At the Special Meeting, the stockholders of the Company voted on the matters described below.

Proposal No. 1

To approve an amendment to the Company’s Certificate of Incorporation, as currently in effect, to increase the authorized number of shares of our common stock from 43,750,000 shares to 87,000,000 shares.

In accordance with the results below, Proposal No. 1 was approved by  more than 77% of the outstanding share of common stock entitled to vote and approximately and 94% of the votes cast. There were no broker non-votes with respect to the proposal.

Votes For	Votes Against	Abstentions
16,539,221	979,623	131,822

Proposal No. 2

To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.

In accordance with the results below, such proposal was approved. There were no broker non-votes with respect to the proposal.

Votes For	Votes Against	Abstentions
16,478,149	874,924	297,593

Item 9.01Financial Statements and Exhibits.

Exhibit No.	Description
3.1.8	Certificate of Amendment of Certificate of Incorporation, dated November 29, 2016
99.1	Press Release, dated November 29, 2016

2

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.

	HYPERDYNAMICS CORPORATION
Date: December 2, 2016	By:	/s/ David G. Gullickson
	Name:	David G. Gullickson
	Title:	Vice President Finance, Treasurer, and Principal Financial and Accounting Officer

3

EXHIBIT INDEX

Exhibit No.	Description
3.1.8	Certificate of Amendment of Certificate of Incorporation, dated November 29, 2016
99.1	Press Release, dated November 29, 2016

4

EX-3.1.8

Exhibit 3.1.8

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HYPERDYNAMICS CORPORATION

Hyperdynamics Corporation (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

FIRST:	This certificate of amendment (the “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation of Hyperdynamics Corporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware.
SECOND:	Section (a) of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
		“(a)    The aggregate number of shares of common stock which the corporation shall have the authority to issue is 87,000,000 shares of common stock, par value $.001 per share. No share of common stock shall be issued until it has been paid for and it shall thereafter be non-assessable.”
THIRD:	The foregoing amendment to the Certificate of Incorporation was duly approved by the board of directors of the Company (the “Board”).
FOURTH:	Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.
FIFTH:	All other provisions of the Certificate of Incorporation shall remain in full force and effect.
SIXTH:	This Certificate of Amendment shall be effective on and as of the date of its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by a duly authorized officer of the Company as of November 29, 2016.

HYPERDYNAMICS CORPORATION
By:	/s/ David G. Gullickson
	Name:	David G. Gullickson
	Title:	Corporate Secretary

EX-99.1

Exhibit 99.1

November 29, 2016

Hyperdynamics Shareholders Approve an Increase in the Number of Authorized Common Shares

HOUSTON, Nov. 29, 2016 /PRNewswire/ — Hyperdynamics Corporation (OTCQX: HDYN) announced that at the Special Meeting of Stockholders held today, stockholders approved an increase in the number of authorized shares of HDYN common stock from 43,750,000 to 87,000,000.

Owners of approximately 16.5 million shares — or more than 77% of shares outstanding and approximately 94% of the votes cast — voted in favor of the increase.

About Hyperdynamics

Hyperdynamics is an emerging independent oil and gas exploration company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. To find out more, visit our website at www.hyperdynamics.com.

Contacts:

Ray Leonard

President and Chief Executive Officer

713-353-9445

Anne Pearson / Jack Lascar

Dennard-Lascar Associates

713-529-6600

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/hyperdynamics-shareholders-approve-an-increase-in-the-number-of-authorized-common-shares-300370043.html

SOURCE Hyperdynamics

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