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

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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

At the 2018 Annual General Meeting of Shareholders of Ensco plc (the "Company") held on May21, 2018 (the "2018 Annual General Meeting"), the Company's shareholders approved the Ensco plc 2018 Long-Term Incentive Plan (the "Plan"). The Plan provides for the grant of options, restricted shares, restricted share units, share appreciation rights, dividend equivalent rights, and performance-based awards. The Company's directors, officers, and employees, in addition to those of its subsidiaries, are eligible to participate in the Plan.

A detailed description of the Plan is set forth in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2018 (the "2018 Proxy Statement"). The description of the Plan is qualified in its entirety by reference to the full text of the Plan, which was included as Annex 1 to the 2018 Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

In conjunction with the approval of the Plan, the Board of Directors has approved and adopted a form of award agreement ("Award Agreement"), to which non-executive directors may be issued restricted share units under the Plan. The description of the Award Agreement is qualified in its entirety by reference to the full text of the Award Agreement, which is filed as Exhibit 10.2 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 2018 Annual General Meeting in London, England on May21, 2018.

(b) There were 437,273,819 shares entitled to vote at the meeting based on the March26, 2018 record date, of which 355,351,108 shares, or approximately 81.26%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2018 Proxy Statement, were voted on at the meeting:

(1) To re-elect Directors to serve until the 2019 Annual General Meeting of Shareholders:

a. J. Roderick Clark

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

267,890,445

9,099,446

1,920,772

76,440,445

b. Roxanne J. Decyk

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

273,576,475

3,408,747

1,925,441

76,440,445

c. Mary E. Francis CBE

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

273,316,025

3,669,421

1,925,217

76,440,445

d. C. Christopher Gaut

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

271,742,255

5,228,212

1,940,196

76,440,445

e. Jack E. Golden

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

274,294,494

2,668,203

1,947,966

76,440,445

f. Gerald W. Haddock

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

272,112,343

4,858,206

1,940,114

76,440,445

g. Francis S. Kalman

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

273,469,653

3,487,599

1,953,411

76,440,445

h. Keith O. Rattie

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

273,667,949

3,309,323

1,933,391

76,440,445

i. Paul E. Rowsey, III

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

271,715,200

5,263,283

1,932,180

76,440,445

j. Carl G. Trowell

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

273,776,798

3,183,745

1,950,120

76,440,445

k. Phil D. Wedemeyer

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

274,268,859

2,725,403

1,916,401

76,440,445

(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 2018:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

345,517,652

7,596,191

2,237,265

N/A

(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 2018 Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company):

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

345,554,452

7,486,822

2,309,834

N/A

(4) To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

344,878,207

7,801,697

2,671,204

N/A

(5) To approve the Ensco plc 2018 Long-Term Incentive Plan:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

236,108,065

40,937,896

1,864,702

76,440,445

(6) A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2017:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

200,932,133

75,929,619

2,048,911

76,440,445

(7) A non-binding advisory vote to approve the compensation of our named executive officers:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

200,457,848

76,442,925

2,009,890

76,440,445

(8) 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 2017:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

275,496,967

1,119,261

2,294,435

76,440,445

(9) To (i) approve the terms of the proposed purchase agreement or purchase agreements providing for the purchase by the Company of up to 65.0 million shares for up to a maximum of $500 million in aggregate from one or more financial intermediaries and (ii) authorise the Company to make off-market purchases of shares to such agreement or agreements, the full text of which can be found in "Resolution 9" of the proxy statement:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

316,772,986

36,166,287

2,411,835

N/A

(10) To authorise the Board of Director to allot shares, the full text of which can be found in "Resolution 10" of the proxy statement:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

297,353,602

54,094,882

3,902,624

N/A

(11) To approve the general disapplication of pre-emption rights, the full text of which can be found in “Resolution 11” of the proxy statement:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

330,051,213

20,623,608

4,676,287

N/A

(12) 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 12” of the proxy statement:

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

300,775,891

49,993,495

4,581,722

N/A

Item 9.01

Financial Statements and Exhibits

* Filed Herewith


Ensco plc Exhibit
EX-10.1 2 esv_exhibit101x2018.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Ensco plc 2018 Long-Term Incentive Plan(As Effective May 21,…
To view the full exhibit click here

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.