Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Company's AGM, the Company's shareholders took action on the following matters:
1. Proposal regarding the approval of the 2021 Annual Report, including the
Audited Consolidated Financial Statements of
For Against Abstain 455,703,188 3,845,195 6,567,006 This item was approved.
2. Proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2021.
For Against Abstain Broker Non-Votes 282,144,947 7,307,866 54,635,218 122,027,358 This item was approved. 3. Proposal regarding the Appropriation of the Accumulated Loss for Fiscal Year 2021. For Against Abstain 449,272,523 9,025,970 7,816,896 This item was approved.
4. Proposal regarding renewal of shares authorized for issuance.
For Against Abstain 365,503,413 92,902,972 7,709,004 This item was approved.
5. 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 319,843,936 17,926,683 6,317,412 122,027,358 Vanessa C.L. Chang 333,211,087 4,581,796 6,295,148 122,027,358 Frederico F. Curado 330,325,374 7,403,395 6,359,262 122,027,358 Chadwick C. Deaton 333,650,926 4,099,722 6,337,383 122,027,358 Vincent J. Intrieri 326,813,900 10,883,918 6,390,213 122,027,358 Samuel J. Merksamer 333,506,807 4,251,232 6,329,992 122,027,358 Frederik W. Mohn 333,915,597 3,862,273 6,310,161 122,027,358 Edward R. Muller 329,131,592 8,621,950 6,334,489 122,027,358 Margareth Øvrum 333,077,439 4,737,934 6,272,658 122,027,358 Diane de Saint Vincent 333,650,599 4,188,276 6,249,156 122,027,358 Jeremy D. Thigpen 331,520,016 4,338,362 8,229,653 122,027,358
Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the 2023 Annual General Meeting of Shareholders.
6. Proposal regarding the election of the Chair of the Board of Directors for a term extending until completion of the next Annual General Meeting.
7. 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 329,133,467 8,566,370 6,388,194 122,027,358 Vanessa C.L. Chang 332,326,903 5,456,510 6,304,618 122,027,358 Samuel J. Merksamer 332,630,032 5,130,344 6,327,655 122,027,358
Each of the three persons listed above was duly elected to serve as a member of
the
8. Proposal regarding the reelection of the independent proxy for a term extending until completion of the next Annual General Meeting.
For Against Abstain 450,603,422 7,418,122 8,093,845 This item was approved.
9. Proposal regarding the appointment of
For Against Abstain 452,105,954 8,014,844 5,994,591 This item was approved. 10. Proposal regarding the advisory vote to approve Named Executive Officer compensation. For Against Abstain Broker Non-Votes 327,911,230 9,816,402 6,360,399 122,027,358 This item was approved.
11. (a) Proposal regarding ratification of the maximum aggregate amount of compensation of the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting.
For Against Abstain Broker Non-Votes 330,781,323 6,871,053 6,435,655 122,027,358 This item was approved.
11. (b) Proposal regarding the ratification of the maximum aggregate amount of compensation of the Executive Management Team for Fiscal Year 2023.
For Against Abstain Broker Non-Votes 328,300,686 9,334,223 6,453,122 122,027,358 This item was approved.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 3.1 Articles ofAssociation of Transocean Ltd. 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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