Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2022, the Articles of Association of Transocean Ltd. (the "Company") were amended (as amended, the "Articles of Association") to reflect the approval by our shareholders at the Company's 2022 Annual General Meeting of Shareholders held on May 12, 2022 (the "AGM") in Steinhausen (Zug), Switzerland, of the proposal to renew the total number of the Company's shares, par value CHF 0.10 per share, that may be issued using the Company's authorized share capital, which is limited to a maximum of 150,848,756 Shares, representing approximately 20% of the Company's issued Shares as of March 25, 2022, for a two-year period ending on May 12, 2024.

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 Transocean Ltd. for Fiscal Year 2021 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2021.



    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.

Name of Chair Nominee For Against Abstain Broker Non-Votes Chadwick C. Deaton 333,491,554 4,250,247 6,346,230 122,027,358

Chadwick C. Deaton was elected Chair of the Board of Directors of the Company to hold office until the completion of the 2023 Annual General Meeting of Shareholders.

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 Compensation Committee of the Company to hold office until completion of the 2023 Annual General Meeting of Shareholders.

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 Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2022 and reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a further one-year term.



    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 of Association 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).

© Edgar Online, source Glimpses