Stockholder Rights Agreement — On April 22, 2020, our Board of Directors adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 8, 2020. Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $0.01 per share, at an exercise price of $17.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a stockholder rights agreement, dated as of April 22, 2020 (the “Rights Agreement”), between us and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). On July 22, 2020, we and the Rights Agent entered into an amendment to the Rights Agreement, as described in Note 17.

Initially, these Rights are not exercisable and trade with our shares of common stock. Under the Rights Agreement, the Rights generally become exercisable only if a person or group of persons acting together (each, an “acquiring person”) acquires beneficial ownership of 10% (12% for passive investors) or more of the outstanding shares of our common stock.

In that situation, each holder of a Right (other than the acquiring person, whose Rights will become void) will become entitled to purchase additional shares of our common stock at a 50% discount. In addition, if we are acquired in a merger or other business combination after an unapproved party acquires more than 10% (12% for passive investors) of our outstanding shares of common stock, each holder of a Right would then be entitled to purchase shares of the acquiring company’s stock at a 50% discount. Our Board of Directors, at its option, may exchange each Right (other than Rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one share of our common stock per outstanding Right, subject to adjustment. Except as provided in the Rights Agreement, our Board of Directors is entitled to redeem the Rights at $0.001 per Right.

Persons or groups that beneficially own 10% (12% for passive investors) or more of our outstanding common stock prior to our announcement of our adoption of the Rights Agreement will generally not cause the Rights to be exercisable until such time as those persons or groups become the beneficial owner of any additional shares of our common stock, subject to certain exceptions.

The Rights Agreement will expire on April 22, 2021, but our Board of Directors may consider earlier termination of the Rights Agreement if warranted.

Cash Dividends — We paid cash dividends during the six months ended June 30, 2020 and 2019 as follows:

On July 22, 2020, our Board of Directors approved a cash dividend on our common stock in the amount of $0.02 per share to be paid on September 17, 2020 to holders of record as of September 3, 2020. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors.

On September 6, 2013, our Board of Directors approved a stock buyback program that authorized purchases of up to $200 million of our common stock in open market or privately negotiated transactions. On July 25, 2018, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. On February 6, 2019, our Board of Directors approved another increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. On July 24, 2019, our Board of Directors approved another increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of June 30, 2020, we had remaining authorization to purchase approximately $130 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.

We acquired shares of stock from employees during 2020 that are accounted for as treasury stock. These shares were acquired to satisfy the employees’ tax withholding obligations upon the settlement of performance unit awards and the vesting of restricted stock and restricted stock units. These shares were acquired at fair market value. These acquisitions were made pursuant to the terms of the Patterson-UTI Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended, and not pursuant to the stock buyback program.

Treasury stock acquisitions during the six months ended June 30, 2020 were as follows (dollars in thousands):

The reconciliation of changes in stockholders’ equity for the periods ended June 30, 2020 and 2019, are presented as follows (in thousands):

	For the six months ended June 30, 2020
											Accumulated
	Common Stock				Additional						Other
	Number of				Paid-in			Retained			Comprehensive			Treasury
	Shares		Amount		Capital			Earnings			Income (Loss)			Stock			Total
Balance, December 31, 2019		269,372	$	2,694	$	2,875,680		$	1,294,902		$	5,478		$	(1,345,134	)	$	2,833,620
Net loss		—		—		—			(434,722	)		—			—			(434,722	)
Foreign currency translation adjustment		—		—		—			—			(1,386	)		—			(1,386	)
Vesting of restricted stock units		151		1		(1	)		—			—			—			—
Stock-based compensation		—		—		9,160			—			—			—			9,160
Payment of cash dividends		—		—		—			(7,629	)		—			—			(7,629	)
Dividend equivalents		—		—		—			(125	)		—			—			(125	)
Purchase of treasury stock		—		—		—			—			—			(20,025	)		(20,025	)
Balance, March 31, 2020		269,523	$	2,695	$	2,884,839		$	852,426		$	4,092		$	(1,365,159	)	$	2,378,893
Net loss		—		—		—			(150,332	)		—			—			(150,332	)
Foreign currency translation adjustment		—		—		—			—			695			—			695
Vesting of restricted stock units		1,046		11		(11	)		—			—			—			—
Stock-based compensation		—		—		4,335			—			—			—			4,335
Payment of cash dividends		—		—		—			(3,735	)		—			—			(3,735	)
Dividend equivalents		—		—		—			(73	)		—			—			(73	)
Purchase of treasury stock		—		—		—			—			—			(910	)		(910	)
Balance, June 30, 2020		270,569	$	2,706	$	2,889,163		$	698,286		$	4,787		$	(1,366,069	)	$	2,228,873

	For the six months ended June 30, 2019
												Accumulated
	Common Stock					Additional						Other
	Number of					Paid-in			Retained			Comprehensive		Treasury
	Shares			Amount		Capital			Earnings			Income (Loss)		Stock			Total
Balance, December 31, 2018		267,316		$	2,673	$	2,827,154		$	1,753,557		$	2,487	$	(1,080,448	)	$	3,505,423
Net loss		—			—		—			(28,614	)		—		—			(28,614	)
Foreign currency translation adjustment		—			—		—			—			944		—			944
Vesting of restricted stock units		38			—		—			—			—		—			—
Forfeitures of restricted stock		(1	)		—		—			—			—		—			—
Stock-based compensation		—			—		9,338			—			—		—			9,338
Payment of cash dividends		—			—		—			(8,499	)		—		—			(8,499	)
Dividend equivalents		—			—		—			(110	)		—		—			(110	)
Purchase of treasury stock		—			—		—			—			—		(75,113	)		(75,113	)
Balance, March 31, 2019		267,353		$	2,673	$	2,836,492		$	1,716,334		$	3,431	$	(1,155,561	)	$	3,403,369
Net loss		—			—		—			(49,447	)		—		—			(49,447	)
Foreign currency translation adjustment		—			—		—			—			848		—			848
Exercise of stock options		700			7		9,212			—			—		—			9,219
Vesting of restricted stock units		739			8		(8	)		—			—		—			—
Forfeitures of restricted stock		(1	)		—		—			—			—		—			—
Stock-based compensation		—			—		11,050			—			—		—			11,050
Payment of cash dividends		—			—		—			(8,344	)		—		—			(8,344	)
Dividend equivalents		—			—		—			(126	)		—		—			(126	)
Purchase of treasury stock		—			—		—			—			—		(88,258	)		(88,258	)
Balance, June 30, 2019		268,791		$	2,688	$	2,856,746		$	1,658,417		$	4,279	$	(1,243,819	)	$	3,278,311