HDYNQ Hyperdynamics Corporation New (CE)

PROXY STATEMENT

HYPERDYNAMICS CORPORATION
12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(713) 353-9400

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 29, 2016

        The board of directors (the "Board" or the "Board of Directors") of Hyperdynamics Corporation ("Hyperdynamics," the "Company," "we," and "us") is soliciting proxies to be voted at the Special Meeting of Stockholders of the Company (the "Special Meeting") to be held Tuesday, November 29, 2016 at 10 a.m. (CST), for the purposes set forth herein and in the accompanying Notice of Special Meeting of Stockholders of the Company (the "Notice of Special Meeting"). The Special Meeting will be held at 12012 Wickchester Lane, Suite 475, Houston Texas 77079,

        These proxy materials are first being distributed on or about November 3, 2016 to all stockholders as of the record date for the Special Meeting, November 29, 2016 (the "Record Date"). This proxy statement (the "Proxy Statement") contains important information for you to consider when deciding how to vote on matters brought before the Special Meeting. Please read it carefully.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING

        The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Special Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the Securities and Exchange Commission (the "SEC"). These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the Proxy Statement or the Special Meeting, please see the response to the question entitled " Whom should I contact with other questions ?" below.

Q:

What is the purpose of the Special Meeting?

A:

At the Special Meeting, our stockholders will be asked to consider and vote upon the matters described in this Proxy Statement and in the accompanying Notice of Special Meeting, and any other matters that properly come before the Special Meeting.

Q:

When and where will the Special Meeting be held?

A:

You are invited to attend the Special Meeting on Tuesday, November 29, 2016 at 10 a.m. (CST). The Special Meeting will be held at 12012 Wickchester Lane, Suite 475, Houston Texas 77079.

Q:

Why did I receive these proxy materials?

A:

We are making these proxy materials available in connection with the solicitation by our Board of Directors of proxies to be voted at the Special Meeting, and at any adjournment or postponement thereof. Your proxy is being solicited in connection with the Special Meeting because you owned our common stock at the close of business on October 21, 2016, which is the Record Date for the Special Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Special Meeting.

You are invited to attend the Special Meeting in person to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Special Meeting to vote your shares.

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Instead, you may vote your shares as described in the response to the question entitled " How can I vote my shares " below and as described elsewhere in this Proxy Statement.

Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible.

Notice of Internet Availability of Proxy Materials

Pursuant to rules promulgated by the SEC, we have elected to provide access to our proxy materials, consisting of the Notice of Special Meeting, the Proxy Statement, and the Proxy Card both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet. In accordance with SEC rules, you may access our proxy materials at http://www.astproxyportal.com/ast/18390. (Individual Control Numbers necessary to access the proxy materials are provided on the individual Proxy Cards).

Q:

What proposals will be voted on at the Special Meeting?

A:

The proposals to be voted on at the Special Meeting, and our Board of Directors' voting recommendations with respect to each, are as follows:

We will also consider any other business that properly comes before the Special Meeting. As of the Record Date, we are not aware of any other matters to be submitted for consideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, the persons named in the enclosed Proxy Card or voter instruction card will vote the shares they represent using their best judgment.

Q:

How can I vote my shares?

A:

Stockholders may vote (i) via the Internet at www.proxyvote.com by following the instructions contained on that website and using the Individual Control Numbers provided on your individual Proxy Card, (ii) by completing and signing the enclosed Proxy Card and returning it promptly in the enclosed, postage prepaid, addressed envelope, or (iii) at the Special Meeting in person.

Proxies properly executed and delivered by stockholders and timely received by us will be voted at the Special Meeting in accordance with the instructions contained therein. If you authorize a proxy to vote your shares over the Internet or by telephone, you should not return a Proxy Card by mail (unless you are revoking your Proxy).

EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE SPECIAL MEETING, IS REQUESTED TO COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED PROXY. IF A STOCKHOLDER PROVIDES A PROXY BUT GIVES

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NO INSTRUCTIONS, SUCH STOCKHOLDER'S SHARES WILL BE VOTED (1) "FOR" AN AMENDMENT TO OUR 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, AND (2) "FOR" THE AUTHORIZATION TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1.

If any other matters are properly presented at the Special Meeting, the proxy holders will vote your proxy in their discretion on such matters.

Q:

How may I revoke or change my vote after submitting my proxy?

A:

You may revoke your proxy and change your vote at any time before the final vote at the Special Meeting.

If you are a stockholder of record, you may revoke your proxy by (a) Internet at www.proxyvote.com, (b) executing and submitting a later-dated proxy, (c) providing written notice of revocation to the Secretary of the Company, or (d) voting in person at the Special Meeting. Your most current proxy card will be the one that is counted at the Special Meeting.

If you are a beneficial owner of shares, you may revoke your proxy by following instructions provided by your broker, bank or other agent.

Q:

Who may vote at the Special Meeting?

A:

The Board of Directors has set October 21, 2016 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournment thereof. As of the Record Date, there were 21,066,591 shares of the Company's common stock issued and outstanding. Each share of common stock is entitled to one vote on all issues requiring a stockholder vote at the Special Meeting.

Q:

What is the quorum requirement for the Special Meeting?

A:

The presence, in person or by proxy, of a majority of the outstanding shares of common stock on the Record Date is necessary to constitute a quorum at the Special Meeting. If a quorum is not present, the Special Meeting will be adjourned until a quorum is obtained.

Q:

What vote is required to approve each proposal?

A:

Increase in the authorized number of shares of our common stock (Proposal No. 1) : The approval of an amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of our common stock from 43,750,000 shares to 87,000,000 shares requires the affirmative vote of at least a majority of the outstanding shares of our common stock.

Authorize an adjournment of the Special Meeting (Proposal No. 2) : The authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy at the Special Meeting and entitled to vote on such matter.

Q:

May I vote my shares in person at the Special Meeting?

A:

If you are the stockholder of record, you have the right to vote in person at the Special Meeting. When you arrive at the Special Meeting, you may request a ballot.

If you are the beneficial owner of shares held in street name, you are welcome to attend the Special Meeting, but you may not vote your shares in person at the special meeting unless you

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bring with you a proxy from the broker, bank, or other agent that holds your shares, giving you the right to vote at the Special Meeting.

Q:

What happens if I do not give specific voting instructions?

A:

If you are a stockholder of record and you indicate when voting that you wish to vote as recommended by our Board of Directors, or if you sign and return a Proxy Card without giving specific voting instructions, then the proxy holders will vote your shares as recommended by our Board of Directors on all matters presented in this Proxy Statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.

If you are a beneficial owner of shares held in street name and do not provide the entity that holds your shares with specific voting instructions, the entity that holds your shares may generally vote at its discretion on "routine" matters. However, if the entity that holds your shares does not receive instructions from you on how to vote your shares on a "non-routine" matter, it will be unable to vote your shares on that matter. This is generally referred to as a "broker non-vote." All matters presented in this Proxy Statement are considered routine matters under applicable rules. As a result, a broker or other nominee may vote without instructions on any matter, so there will not be broker non-votes on Proposal No. 1 and Proposal No. 2.

Q:

What is the effect of abstentions?

A:

Shares held by persons attending the Special Meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote. Accordingly, abstentions will have the same effect as a vote "Against" Proposal No. 1 and Proposal No. 2.

Q:

Where can I find voting results of the Special Meeting?

A:

In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four (4) business days following the Special Meeting, unless final results are not known at that time in which case preliminary voting results will be published within four (4) business days of the Special Meeting and final voting results will be published once they are known by the Company.

Q:

What are the costs of soliciting these proxies?

A:

The cost of soliciting proxies, including the cost of preparing, assembling and mailing the proxy material to our stockholders, will be borne by the Company. Proxies may be solicited personally, by mail, by telephone, by email, by fax, by press release, by press interview or via the Internet. The Company has retained D.F. King & Co., Inc. to serve as the Company's proxy solicitor. The Company has agreed to pay D.F. King & Co., Inc. customary compensation for its services, including an initial retainer of $7,500, plus reimbursement for reasonable out-of-pocket expenses incurred during the solicitation. D.F. King & Co., Inc. has advised us that its initial fees could be up to $50,000 in connection with a proxy contest. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward the proxy soliciting materials to the beneficial owners of the Company's common shares held of record by such persons, and the Company will reimburse them for their related charges and expenses.

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Q:

When are stockholder proposal and director nominations due for next year's annual meeting?

A:

Stockholders may present a proper proposal for consideration at the 2017 annual meeting of the stockholders. In order to be considered for inclusion in the proxy statement and form of proxy relating to 2017 annual meeting of stockholders following the end of our 2016 fiscal year, proposals by individual stockholders must have been received by us no later than August 30, 2016, which is 120 days prior to December 28, 2016, the anniversary date on which we released the proxy materials for the 2016 annual meeting.

In order for a stockholder business proposal or nomination for director to be properly brought before next year's annual meeting of stockholders following the end of our 2016 fiscal year, the stockholder must have delivered a notice to the Secretary at the principal executive offices of the Company not earlier than the close of business on September 29, 2016, which is 120 days prior to January 27, 2017, which is the one-year anniversary of the 2016 annual meeting, and not later than October 29, 2016, which is the 90th day prior to January 27, 2017 (the one-year anniversary of the 2016 annual meeting); provided, however, that in the event that the date of the 2017 annual meeting is more than 30 days before or more than 60 days after January 27, 2017 (the one-year anniversary of the 2016 annual meeting), notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of the 2017 annual meeting and not later than the close of business on the later of the 90th day prior to the date of the 2017 annual meeting or, if the first public announcement of the date of the 2017 annual meeting is less than 100 days prior to the date of the 2017 annual meeting, the 10th day following the day on which public announcement of the date of the 2017 meeting is first made by the Company. If the number of directors to be elected to the Board is increased effective after the time period for which nominations would otherwise be due pursuant to the Amended and Restated Bylaws,(the "Bylaws") and there is no public announcement by the Company naming the nominees for the additional directorships by October 19, 2016, which is 100 days prior to January 27, 2017 (the one-year anniversary of the 2016 annual meeting), the stockholder's notice will be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered as described above not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. Stockholders submitting a notice of a proposal must also comply with all applicable requirements of the the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder, as well as with the requirements of the Company's Bylaws.

It is presently intended that the 2017 annual meeting will be held in January 2017.

Q:

Whom should I contact with other questions?

A:

If you have additional questions about this Proxy Statement or the Special Meeting, or if you would like additional copies of this Proxy Statement, please contact: Hyperdynamics Corporation, 12012 Wickchester Lane, Suite 475, Houston, Texas 77079, Attention: Ray Leonard, President and Chief Executive Officer; Telephone: 713-353-9400.

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