ATWOOD OCEANICS, INC. (NYSE:ATW) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On October5, 2017, Atwood Oceanics, Inc. (the “Company”) convened a special meeting of its shareholders (the “Special Meeting”). As of August23, 2017, the record date for the Special Meeting, there were 80,550,558 shares of Company common stock issued and outstanding. The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement filed with the Securities Exchange Commission on August18, 2017, are set forth below.
| 1. | Merger Proposal. The first proposal (the “Atwood Merger Proposal”) was to approve the Agreement and Plan of Merger dated as of May29, 2017, by and among the Company, Ensco plc, and Echo Merger Sub LLC (the “Merger Agreement”). The Company’s shareholders approved this proposal, which required at least two-thirds of Company common stock entitled to vote to the requirements of the Texas Business Organizations Code. |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 56,897,132 | 306,375 | 483,882 | — |
| 2. | Compensatory Proposal. The second proposal was to approve an advisory (non-binding) vote on the specified compensation that may be received by Atwood’s named executive officers in connection with the transactions contemplated by the Merger Agreement. The Company’s shareholders approved this proposal, which required the approval of a majority of votes cast by the Atwood shareholders present, in person or by proxy, at the Special Meeting. |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 40,029,490 | 16,976,700 | 681,199 | — |
| 3. | Adjournment Proposal. The third proposal was to approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the Atwood Merger Proposal or take any other action in connection with the Merger Agreement. This proposal was not voted upon at the Special Meeting because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement. |
About ATWOOD OCEANICS, INC. (NYSE:ATW)
Atwood Oceanics, Inc. is an offshore drilling company engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The Company owns various types of drilling rigs, such as Ultra-Deepwater Rigs, Deepwater Semisubmersibles and Jackups. Its Ultra-deepwater Rigs and Deepwater Semisubmersibles include Atwood Achiever, Atwood Archer, Atwood Admiral, Atwood Advantage, Atwood Condor, Atwood Eagle and Atwood Osprey. Its Jackup Rigs included Atwood Mako, Atwood Manta, Atwood Aurora, Atwood Beacon and Atwood Orca. The Atwood Mako and Atwood Manta, both approximately 400-foot water depth Pacific Class jackup rigs, are operating offshore Vietnam and offshore Thailand. The Atwood Aurora, an approximately 350-foot water depth jackup, is operating offshore West Africa. The Atwood Beacon, an approximately 400-foot water depth jackup, is operating in the Mediterranean Sea.
