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): April 25, 2017

Hyperdynamics Corporation

(Exact name of registrant as specified in its charter)

(Address of principal executive offices,
including zip code)

(Registrant’s telephone number,
including area code)

Delaware	001-32490	87-0400335
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12012 Wickchester Lane, Suite 475

Houston, Texas 77079

(Address of principal executive offices, including zip code)

voice:  (713) 353-9400

fax:  (713) 353-9421

(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):

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

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

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

o 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company o

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. o

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

The Annual Meeting of Stockholders of the Company was held on April 19, 2017.  This Current Report on Form 8-K discloses the voting results for all matters voted upon at the Annual Meeting.

Broker non votes for the election of directors, the advisory vote on executive compensation, and the amendment to the 2010 Equity Incentive Plan were 9,183,481.

The Final Report of the Inspector of Election, Paolo G. Amoruso, dated April 24, 2017 is filed as Exhibit 99.1 to this Current Report on Form 8-K, which report is hereby incorporated by reference.

Item 9.01       Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Hyperdynamics Corporation Annual Meeting of Stockholders Held on April 19, 2017 Final Report of the Inspector of Elections dated April 24, 2017.

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: April 25, 2017	By:	/s/ Ray Leonard
	Name:	Ray Leonard
	Title:	President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Hyperdynamics Corporation Annual Meeting of Stockholders Held on April 19, 2917 Final Report of the Inspector of Elections dated April 24, 2017.

4

EX-99.1

Exhibit 99.1

Hyperdynamics Corporation

Annual Meeting of Stockholders Held on April 19, 2017

Final Report of the Inspector of Election

I, the undersigned, duly appointed Inspector of Election at the Annual Meeting of Stockholders (the “Meeting”) of Hyperdynamics Corporation (the “Company”) held on April 19, 2017 hereby certify that:

1.Before entering upon the discharge of my duties as Inspector of Election at the Meeting, I took and signed an Oath of Inspectors of Election.

2.The Meeting was held at the Omni Hotel  at 13210 Katy Freeway, Houston, TX 77079  on Wednesday, April 19, 2017 at 10:00 a.m. (CST), pursuant to notice duly given.

3.At the close of business on January 20, 2017, the record date for the determination of stockholders entitled to vote at the Meeting, there were issued and outstanding 21,202,423 shares of the Company’s Common Stock, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company.

4.At the Meeting, the holders of 17,582,508 shares of the Company’s Common Stock were represented in person or by proxy, constituting a quorum.

5.The undersigned canvassed the votes of the stockholders cast by ballot or proxy on the matters presented at the Meeting.

6.At the Meeting, the vote on the election of six (6) directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal was as follows:

	For	Withhold
Ray Leonard	8,307,685	91,642
Ian Norbury	8,310,667	88,660
Patricia N. Moller	8,312,800	86,527
William O. Strange	8,304,651	94,676
Fred Zeidman	8,311,171	88,156
Gary D. Elliston	8,304,498	94,829

7.At the Meeting, the vote on the ratification of the appointment of Hein & Associates LLP as the Company’s independent auditor for the fiscal year ending June 30, 2017 was as follows:

For	Against	Abstain
17,147,149	115,915	319,744

8.At the Meeting, the advisory vote on the frequency of holding an advisory vote on executive compensation was as follows:

Every 1 Year	Every 2 Years	Every 3 Years	Abstain
2,014,494	249,896	6,019,702	115,234

IN WITNESS WHEREOF, I have made this Final Report and have hereunto set my hand this 24th  day of April, 2017.

Respectfully submitted,

Paolo G. Amoruso, PLLC

/s/ Paolo G. Amoruso

Paolo G. Amoruso