Ensco plc (NYSE:ESV) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 7.01 Submission of Matters to a Vote of Security Holders.
On October5, 2017, Ensco plc (“Ensco”) held a general meeting of shareholders (the “General Meeting”) to vote on the proposals described below. At the close of business on August23, 2017, the record date for the General Meeting, there were 303,979,543 ClassA ordinary shares, nominal value $0.10 per share (the “Ensco ClassA ordinary shares”), of Ensco outstanding and entitled to vote. Holders of 233,735,378 ClassA ordinary shares, representing a like number of votes, were present at the General Meeting, either in person or by proxy. Set forth below are the voting results from the General Meeting.
Resolution 1: To authorize, in addition to all subsisting authorities, the allotment and issuance of Ensco ClassA ordinary shares to shareholders of Atwood Oceanics,Inc. (“Atwood”), to the Agreement and Plan of Merger, dated as of May29, 2017, by and among Ensco, Echo Merger Sub LLC, a wholly owned subsidiary of Ensco (“Merger Sub”), and Atwood (the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Atwood (the “Merger”), with Atwood surviving the Merger as a wholly owned subsidiary of Ensco. The approval of this ordinary resolution required a majority of the votes cast to be cast in favor thereof.
VotesFor |
VotesAgainst |
VotesAbstain |
BrokerNon-Votes |
152,132,178 |
79,386,595 |
2,216,605 |
N/A |
Resolution 2: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares, which, together with the nominal amount of shares of Ensco authorized to be allotted and issued to paragraph (A)of resolution 11 passed at the annual general meeting of Ensco shareholders held on May22, 2017 (the “Ensco 2017 Annual General Meeting”), represents approximately 33% of the expected enlarged share capital of Ensco immediately following the completion of the Merger, and up to a further same nominal amount of Ensco ClassA ordinary shares in connection with a pre-emptive offering of shares. The approval of this ordinary resolution required a majority of the votes cast to be cast in favor thereof.
VotesFor |
VotesAgainst |
VotesAbstain |
BrokerNon-Votes |
195,525,639 |
35,748,382 |
2,461,357 |
N/A |
Resolution 3: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares for cash on a non-pre-emptive basis, which, together with the nominal amount of shares in Ensco authorized to be allotted and issued for cash on a non-pre-emptive basis to resolution 12 passed at the Ensco 2017 Annual General Meeting, represents approximately 5% of the expected enlarged share capital of Ensco immediately following the completion of the Merger. The approval of this special resolution required at least 75% of the votes cast to be cast in favor thereof.
VotesFor |
VotesAgainst |
VotesAbstain |
BrokerNon-Votes |
195,927,898 |
35,156,621 |
2,650,859 |
N/A |
Resolution 4: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares for cash on a non-pre-emptive basis, which, together with the nominal amount of shares in Ensco authorized to be allotted and issued for cash on a non-pre-emptive basis to resolution 13 passed at the Ensco 2017 Annual General Meeting, represents approximately 5% of the expected enlarged share capital of Ensco immediately following the completion of the Merger. The approval of this special resolution required at least 75% of the votes cast to be cast in favor thereof.
VotesFor |
VotesAgainst |
VotesAbstain |
BrokerNon-Votes |
167,454,374 |
63,645,850 |
2,635,154 |
N/A |