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 OfficersItem 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:
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(1) To re-elect Directors to serve until the 2019 Annual General Meeting of Shareholders: |
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a. J. Roderick Clark |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
|
267,890,445 |
9,099,446 |
1,920,772 |
76,440,445 |
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b. Roxanne J. Decyk |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
|
273,576,475 |
3,408,747 |
1,925,441 |
76,440,445 |
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c. Mary E. Francis CBE |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
|
273,316,025 |
3,669,421 |
1,925,217 |
76,440,445 |
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d. C. Christopher Gaut |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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271,742,255 |
5,228,212 |
1,940,196 |
76,440,445 |
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e. Jack E. Golden |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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274,294,494 |
2,668,203 |
1,947,966 |
76,440,445 |
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f. Gerald W. Haddock |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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272,112,343 |
4,858,206 |
1,940,114 |
76,440,445 |
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g. Francis S. Kalman |
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Broker |
|||
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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273,469,653 |
3,487,599 |
1,953,411 |
76,440,445 |
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h. Keith O. Rattie |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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273,667,949 |
3,309,323 |
1,933,391 |
76,440,445 |
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i. Paul E. Rowsey, III |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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271,715,200 |
5,263,283 |
1,932,180 |
76,440,445 |
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j. Carl G. Trowell |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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273,776,798 |
3,183,745 |
1,950,120 |
76,440,445 |
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k. Phil D. Wedemeyer |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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274,268,859 |
2,725,403 |
1,916,401 |
76,440,445 |
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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 2018: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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345,517,652 |
7,596,191 |
2,237,265 |
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 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): |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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345,554,452 |
7,486,822 |
2,309,834 |
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 |
Votes Against |
Votes Abstain |
Non-Votes |
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344,878,207 |
7,801,697 |
2,671,204 |
N/A |
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(5) To approve the Ensco plc 2018 Long-Term Incentive Plan: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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236,108,065 |
40,937,896 |
1,864,702 |
76,440,445 |
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(6) A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2017: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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200,932,133 |
75,929,619 |
2,048,911 |
76,440,445 |
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(7) 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 |
Votes Against |
Votes Abstain |
Non-Votes |
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200,457,848 |
76,442,925 |
2,009,890 |
76,440,445 |
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(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: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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275,496,967 |
1,119,261 |
2,294,435 |
76,440,445 |
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(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: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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316,772,986 |
36,166,287 |
2,411,835 |
N/A |
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(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: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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297,353,602 |
54,094,882 |
3,902,624 |
N/A |
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(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: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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330,051,213 |
20,623,608 |
4,676,287 |
N/A |
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(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: |
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Broker |
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Votes For |
Votes Against |
Votes Abstain |
Non-Votes |
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300,775,891 |
49,993,495 |
4,581,722 |
N/A |
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Item 9.01 |
Financial Statements and Exhibits |
* Filed Herewith
Ensco plc ExhibitEX-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.