Ensco plc (NYSE:ESV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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Item 5.07 Submission of Matters to a Vote of Security
Holders |
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Item 9.01 Financial Statements and Exhibits
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EXHIBIT INDEX
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the Annual General Meeting of Shareholders of Ensco plc (the
“Company”) held on May 22, 2017>(the “2017 Annual General
Meeting”), the Company’s shareholders approved the Fifth
Amendment (the “Amendment”) to the Ensco plc 2012 Long-Term
Incentive Plan (as amended, the “Plan”). The Amendment authorizes
an additional 4,500,000 Class A ordinary shares (“shares”) for
issuance under the Plan, bringing the total number of shares
authorized for issuance under the Plan to 32,000,000. A description
of the Plan, as modified by the Amendment, is set forth in the
Company’s Proxy Statement filed with the Securities and Exchange
Commission on March 31, 2017 (the “2017 Proxy Statement”). The
description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
“Company”) held on May 22, 2017>(the “2017 Annual General
Meeting”), the Company’s shareholders approved the Fifth
Amendment (the “Amendment”) to the Ensco plc 2012 Long-Term
Incentive Plan (as amended, the “Plan”). The Amendment authorizes
an additional 4,500,000 Class A ordinary shares (“shares”) for
issuance under the Plan, bringing the total number of shares
authorized for issuance under the Plan to 32,000,000. A description
of the Plan, as modified by the Amendment, is set forth in the
Company’s Proxy Statement filed with the Securities and Exchange
Commission on March 31, 2017 (the “2017 Proxy Statement”). The
description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Company held its 2017 Annual General Meeting in London,
England on May 22, 2017.
England on May 22, 2017.
(b) There were 303,597,707 shares entitled to vote at the meeting
based on the March 27, 2017 record date, of which 266,599,930
shares, or approximately 87.81%, were present and voting in
person or by proxy. The following matters, detailed descriptions
of which are contained in the 2017 Proxy Statement, were voted on
at the meeting:
based on the March 27, 2017 record date, of which 266,599,930
shares, or approximately 87.81%, were present and voting in
person or by proxy. The following matters, detailed descriptions
of which are contained in the 2017 Proxy Statement, were voted on
at the meeting:
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(1) To re-elect Directors to serve until the 2018
Annual General Meeting of Shareholders: |
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a. J. Roderick Clark
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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223,340,871
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6,828,903
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233,063
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36,197,093
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b. Roxanne J. Decyk
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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223,448,714
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6,737,532
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216,591
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36,197,093
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c. Mary E. Francis CBE
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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225,314,494
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4,872,678
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215,665
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36,197,093
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d. C. Christopher Gaut
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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189,997,854
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40,179,934
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225,049
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36,197,093
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e. Gerald W. Haddock
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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221,892,476
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8,283,612
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226,749
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36,197,093
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f. Francis S. Kalman
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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225,529,774
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4,647,484
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225,579
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36,197,093
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g. Keith O. Rattie
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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225,578,129
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4,596,740
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227,968
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36,197,093
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h. Paul E. Rowsey, III
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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221,842,128
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8,341,408
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219,301
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36,197,093
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i. Carl G. Trowell
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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225,527,312
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4,611,118
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264,407
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36,197,093
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(2) To ratify the Audit Committee’s appointment of
KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending 31 December 2017:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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260,375,146
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5,783,355
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441,429
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N/A
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(3) To appoint KPMG LLP (U.K.) as our U.K. statutory
auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the 2017 Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company):
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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263,349,619
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2,755,918
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494,393
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N/A
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(4) To authorise the Audit Committee to determine our
U.K. statutory auditors’ remuneration: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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263,292,530
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2,622,353
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685,047
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N/A
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(5) To approve an Amendment to the Ensco 2012
Long-Term Incentive Plan: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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213,629,707
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16,414,818
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358,312
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36,197,093
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(6) To approve the Directors Remuneration Policy:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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211,737,513
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18,258,077
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407,247
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36,197,093
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(7) A non-binding advisory vote to approve the
Directors’ Remuneration Report for the year ended 31 December 2016 (excluding the Directors Remuneration Policy): |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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212,501,029
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17,461,125
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440,683
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36,197,093
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(8) A non-binding advisory vote to approve the
compensation of our named executive officers: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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216,618,126
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13,355,163
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429,548
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36,197,093
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(9) A non-binding advisory vote on the frequency of
the non-binding advisory shareholder votes on compensation of our named executive officers: |
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Broker
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One Year
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Two Years
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Three Years
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Votes Abstain
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Non-Votes
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202,250,891
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413,091
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27,330,875
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407,980
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N/A
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(10) A non-binding advisory vote to approve the
reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2016:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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228,540,465
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577,014
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1,285,358
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36,197,093
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(11) To authorise the Board of Directors to allot
shares, the full text of which can be found in Resolution 11 of the proxy statement: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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238,721,216
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23,656,445
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4,222,269
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N/A
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(12) To approve the general disapplication of
pre-emption rights, the full text of which can be found in Resolution 12 of the proxy statement: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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252,688,783
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9,896,113
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4,015,034
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N/A
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(13) To approve the disapplication of pre-emption
rights in connection with an acquisition or specified capital investment, the full text of which can be found in Resolution 13 of the proxy statement: |
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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246,106,317
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16,659,706
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3,833,907
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N/A
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(d) Frequency of Shareholder Votes on Executive Compensation.
Consistent with the recommendation of the Board of Directors,
the Companys shareholders recommended, by advisory vote, a
one-year frequency of future advisory votes on executive
compensation. In accordance with these results and its
previous recommendation, the Board of Directors determined
that future advisory votes on executive compensation will be
held every year until the next required advisory vote on the
frequency of shareholder votes on the compensation of named
executive officers, which the Company expects to hold no
later than its 2023 Annual General Meeting of Shareholders.
Consistent with the recommendation of the Board of Directors,
the Companys shareholders recommended, by advisory vote, a
one-year frequency of future advisory votes on executive
compensation. In accordance with these results and its
previous recommendation, the Board of Directors determined
that future advisory votes on executive compensation will be
held every year until the next required advisory vote on the
frequency of shareholder votes on the compensation of named
executive officers, which the Company expects to hold no
later than its 2023 Annual General Meeting of Shareholders.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Fifth Amendment to the Ensco plc 2012 Long-Term
Incentive Plan, effective March 24, 2017. |
About Ensco plc (NYSE:ESV)
Ensco plc is an offshore contract drilling company. The Company provides offshore contract drilling services to the international oil and gas industry. The Company’s segments include Floaters, Jackups and Other. Its Floaters segment includes the Company’s drillships and semisubmersible rigs, and provides contract drilling. The Jackups segments provide contract drilling. The Other segment consists of management services on rigs owned by third parties. It owns and operates an offshore drilling rig fleet of over 60 rigs, including approximately four rigs under construction. Its rig fleet includes approximately 10 drill ships, over 10 semisubmersible rigs, approximately three moored semisubmersible rigs and over 40 jackup rigs. Of its approximately 70 rigs, approximately 30 are located in the Middle East, Africa and Asia Pacific, over 20 are located in North and South America (including Brazil), and approximately 20 are located in Europe and the Mediterranean. Ensco plc (NYSE:ESV) Recent Trading Information
Ensco plc (NYSE:ESV) closed its last trading session down -0.04 at 7.62 with 9,653,771 shares trading hands.
