Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual General Meeting of Shareholders of
The summary of the changes to the Amended and Restated LTIP is subject to and qualified in its entirety by reference to the full text of the Amended and Restated LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Effective
The foregoing descriptions of the Articles of Association and Organizational Regulations, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles of Association and Organizational Regulations, respectively, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2 respectively, and are incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the AGM, the Company's shareholders took action on the following matters:
Proposal regarding the reallocation of
1. reserves from capital contribution to statutory capital reserves from capital
contribution.
For Against Abstain 536,114,004 3,456,242 2,343,240
This item was approved.
(a) Proposal regarding the approval of the 2022 Annual Report, including the
2. Audited Consolidated Financial Statements of
2022 and the Audited Statutory Financial Statements ofTransocean Ltd. for Fiscal Year 2022. For Against Abstain 536,877,252 1,552,189 3,484,045
This item was approved.
2. (b) Proposal regarding the advisory vote to approve the Company's Swiss
Statutory Compensation Report for Fiscal Year 2022.
For Against Abstain Broker Non-Votes 386,594,949 15,873,724 1,621,854 137,822,959 This item was approved.
Proposal regarding the discharge of the Members of the Board of Directors and
3. the Executive Management Team from liability for activities during Fiscal Year
2022. For Against Abstain Broker Non-Votes 295,203,755 6,308,517 102,578,255 137,822,959 This item was approved.
4. Proposal regarding the Appropriation of the Accumulated Loss for Fiscal Year
2022. For Against Abstain 536,264,968 3,368,901 2,279,617 This item was approved.
5. Proposal regarding approval of the shares authorized for issuance.
For Against Abstain 506,501,843 33,489,913 1,921,730 This item was approved.
6. Proposals regarding the election of 11 directors for a term extending until
completion of the next Annual General Meeting.
Name of Nominee for For Against Abstain Broker Non-Votes Director Glyn A. Barker 398,649,391 4,468,029 973,107 137,822,959 Vanessa C.L. Chang 398,635,298 4,500,240 954,989 137,822,959 Frederico F. Curado 398,212,497 4,908,150 969,880 137,822,959 Chadwick C. Deaton 400,836,935 2,322,684 930,908 137,822,959 Domenic J. "Nick" 401,291,043 1,851,856 947,628 137,822,959 Dell'Osso, Jr. Vincent J. Intrieri 384,712,377 18,435,542 942,608 137,822,959 Samuel J. Merksamer 400,463,560 2,673,800 953,167 137,822,959 Frederik W. Mohn 401,251,667 1,906,967 931,893 137,822,959 Edward R. Muller 397,016,196 6,117,884 956,447 137,822,959 Margareth Øvrum 399,409,223 3,683,071 998,233 137,822,959 Jeremy D. Thigpen 400,839,273 2,335,966 915,288 137,822,959
Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the 2024 Annual General Meeting of Shareholders.
7. Proposal regarding the election of the Chair of the Board of Directors for a
term extending until completion of the next Annual General Meeting.
8. Proposal regarding the election of the members of the Compensation Committee,
each for a term extending until completion of the next Annual General Meeting.
Name of Compensation Committee Nominee For Against Abstain Broker Non-Votes Glyn A. Barker 398,331,722 4,799,768 959,037 137,822,959 Vanessa C.L. Chang 398,437,653 4,623,285 1,029,589 137,822,959 Samuel J. Merksamer 400,236,110 2,884,068 970,349 137,822,959
Each of the three persons listed above was duly elected to serve as a member of
the
9. Proposal regarding the reelection of the independent proxy for a term
extending until completion of the next Annual General Meeting.
For Against Abstain 536,828,159 3,343,917 1,741,410 This item was approved.
Proposal regarding the appointment of
10. Independent Registered Public Accounting Firm for Fiscal Year 2023 and
reelection ofErnst & Young Ltd ,Zurich , as the Company's Auditor for a further one-year term. For Against Abstain 532,212,237 8,430,465 1,270,784 This item was approved.
11. Proposal regarding the advisory vote to approve Named Executive Officer
compensation for Fiscal Year 2023.
For Against Abstain Broker Non-Votes 366,793,929 35,399,885 1,896,713 137,822,959 This item was approved.
12. Proposal regarding the advisory vote to approve frequency of Named Executive
Officer Compensation vote.
Every Year Two Years Three Years Abstain 396,266,777 723,910 5,341,012 1,758,828
Based upon the voting results from this proposal, the Company's Board of
Directors determined on
(a) Proposal regarding the ratification of the maximum aggregate amount of
13. compensation of the Board of Directors for the period between the 2023 Annual
General Meeting and the 2024 Annual General Meeting.
For Against Abstain Broker Non-Votes 397,902,258 4,232,744 1,955,525 137,822,959 This item was approved.
13. (b) Proposal regarding the ratification of the maximum aggregate amount of
compensation of the Executive Management Team for Fiscal Year 2024.
For Against Abstain Broker Non-Votes 396,889,384 5,182,613 2,018,530 137,822,959 This item was approved.
14. (a) Proposal regarding the approval of amendment and restatement of the
For Against Abstain Broker Non-Votes 366,879,857 17,804,774 19,405,896 137,822,959
This item was approved.
14. (b) Proposal regarding the approval of a capital authorization for
share-based incentive plans.
For Against Abstain Broker Non-Votes 366,937,833 18,126,282 19,026,412 137,822,959
This item was approved.
15. Proposal regarding the approval of amendments to the Articles of Association
to reflect new Swiss corporate law and make certain related changes.
For Against Abstain 518,206,920 2,705,845 21,000,721 This item was approved.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 3.1 Articles ofAssociation of Transocean Ltd. 3.2 Organizational Regulations ofTransocean Ltd. 10.1Amended and Restated Transocean Ltd. 2015 Long-Term Incentive Plan 101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language 104 Cover Page Interactive Data File (formatted as inline XBRL).
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