HDYNQ Hyperdynamics Corporation New (CE)

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 20, 2015

Hyperdynamics Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (713) 353-9400

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):

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))

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

Herman J. Cohen’s Resignation

On November 20, 2015, Herman J. Cohen provided Hyperdynamics Corporation (the “Company”) notice of his intention to retire from the Board of Directors of the Company and the Government Relations (Chair) and Compensation, Nominating, and Corporate Governance Committees effective as of the close of business on November 20, 2015.

Patricia N. Moller and Gary D. Elliston’s Appointment

In addition, upon Mr. Cohen’s retirement, the Board of Directors elected Patricia N. Moller to fill the resulting vacancy. Ms. Moller will serve as Chair of the Government Relations Committee.

Also upon Mr. Cohen’s retirement, the Board of Directors of the Company increased its size from five to six members and elected Gary D. Elliston to fill the resulting vacancy. Mr. Elliston will serve on the Compensation, Nominating, and Corporate Governance Committee.

On November 27, 2015, Ms. Moller and Mr. Elliston each received a grant of 15,000 options to purchase shares of Company common stock pursuant to the Company’s 2010 Equity Incentive Plan. The stock options have a term of five years from the date of grant and vest 50% on May 27, 2016 and 50% on November 27, 2016.

There were no arrangements or understandings between either Ms. Moller or Mr. Elliston and any other persons pursuant to which either Ms. Moller or Mr. Elliston were selected as a director, and there are no related party transactions involving either Ms. Moller or Mr. Elliston that are reportable under Item 404(a) of Regulation S-K.

Ms. Moller and Mr. Elliston will participate in Company’s standard director compensation program for non-employee directors. For a description of the program, please see the section titled “Director Compensation for Fiscal Year Ended June 30, 2015” in the Company’s most recent proxy statement.

Item 8.01                                           Other Events.

On November 24, 2015, the Company announced changes to the Annual Meeting of Stockholders (the “Meeting”) record date and meeting date.

The previously announced record date of November 9, 2015 has been changed to December 23, 2015 for determining stockholders entitled to notice of, and to vote at, the Meeting. In addition, the Company is rescheduling its Meeting from Tuesday, December 15, 2015 to Wednesday, January 27, 2016, at 9:00 A.M. Central Standard Time. The Meeting will be held at the Hotel Sorella City Centre at 800 Sorella Court, Houston, TX, 77024.

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Item 9.01                                           Financial Statements and Exhibits.

(d)                                 Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

Hyperdynamics’ Annual Stockholders Meeting Rescheduled to January 27, 2016.

HOUSTON, November 24, 2015 — Hyperdynamics Corporation (OTCQX: HDYN) announced today that it rescheduled its Annual Meeting of Stockholders to January 27, 2016.

Stockholders of record at the close of business on December 23, 2015 will be entitled to notice of, and to vote at, the Annual Meeting of Stockholders.  The meeting will be held in Houston at the Hotel Sorella City Centre, 800 Sorella Court, Houston TX 77024 beginning at 9 a.m CT.

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.

Forward Looking Statements

This news release and the Company’s website referenced in this news release contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding Hyperdynamics Corporation’s future plans and expected performance that are based on assumptions the Company believes to be reasonable.  Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may result”, “will result”, “may fluctuate” and similar

expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts.  A number of risks and uncertainties could cause actual results to differ materially from these statements, including without limitation, funding and exploration efforts, fluctuations in oil and gas prices and other risk factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015.  The Company undertakes no obligation to publicly update these forward looking statements to reflect events or circumstances that occur after the issuance of this news release or to reflect any change in the Company’s expectations with respect to these forward looking statements.

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Exhibit 99.2

Hyperdynamics Announces Changes to its Board of Directors

HOUSTON, November 24, 2015 — Hyperdynamics Corporation (OTCQX: HDYN) announced today the retirement of Ambassador Hank Cohen and the addition of Ambassador Patricia Moller and Gary Elliston to its Board of Directors.

Ray Leonard, Hyperdynamics’ President and Chief Executive Officer, commented, “Hyperdynamics has been fortunate to have had Ambassador Cohen’s guidance since August 2009 and we thank him for his service during the last six years”.  Ian Norbury, Hyperdynamics’ Chairman of the Board, stated that “We are fortunate to have the opportunity to attract Ambassador Moller and Mr. Elliston to the Board of Hyperdynamics. They have the qualifications and leadership skills to help guide the Company”.

Ambassador Cohen served as the Chairman of the Government Relations Committee and a member of the Compensation, Nominating, and Corporate Governance Committee.  Ms. Moller

will assume the role as Chair of the Government Relations Committee and Mr. Elliston will be a member of the Compensation, Nominating and Corporate Governance Committee of the Board.

Ms. Moller served as the United States Ambassador to the Republic of Guinea from 2009 to 2012. She also served as United States Ambassador to the Republic of Burundi from 2006 until 2009 as well as Chargé d’affaires at the U.S. Embassies for the Kingdom of Morocco and Romania.

Mr. Elliston has been the senior founding partner of DeHay & Elliston, L.L.P. a registered limited liability legal partnership, since August 1992, and specializes in litigation.  In addition, Mr. Elliston has previously served on the Board of Trustees for Howard Payne University and the Board of Regents for Baylor University.

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.

Forward Looking Statements

This news release and the Company’s website referenced in this news release contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding Hyperdynamics Corporation’s future plans and expected performance that are based on assumptions the Company believes to be reasonable.  Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may result”, “will result”, “may fluctuate” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts.  A number of risks and uncertainties could cause actual results to differ materially from these statements, including without limitation, funding and exploration efforts, fluctuations in oil and gas prices and other risk factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015.  The Company undertakes no obligation to publicly update these forward looking statements to reflect events or circumstances that occur after the issuance of this

news release or to reflect any change in the Company’s expectations with respect to these forward looking statements.

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