NABORS INDUSTRIES LTD. (NYSE:NBR) 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.
(d) On February21, 2019, Anthony R. Chase was appointed to the Board of Directors (the “Board”) of Nabors Industries Ltd. (the “Company”). Mr.Chase was not appointed to the Board to any arrangement or understanding between him and any other person. Initially, Mr.Chase will serve as a member of each of the Governance and Nominating Committee and the Risk Oversight Committee of the Board. In 2019, Mr.Chase will be entitled to receive retainers for his service on the Board and the Committees consistent with the Company’s practices. All such cash retainers are paid quarterly in arrears, and will be pro-rated for Mr.Chase from the date of his commencement of service. Mr.Chase may elect to receive immediately vested stock options in lieu of any cash compensation. In addition, if elected at the annual general meeting of shareholders, in accordance with compensation practices in place on the date of his election Mr.Chase will be entitled to an award of restricted shares with a fair market value on the date of grant equal to $300,000, which will vest in full one year from the date of the grant. Finally, Mr.Chase is entitled to indemnity for his service as a director, in accordance with the Company’s Bye-Laws. Other than as set forth above with respect to his service as a director, there have been no transactions since the Company’s last fiscal year, and no such transactions are proposed, in which the Company is a participant and in which Mr.Chase had or will have a direct or indirect material interest.
A press release announcing the appointment of Mr. Chase to the Company’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(e) On February22, 2019, the Board approved and adopted Amendment No.1 to the Company’s 2013 Stock Plan (“Amendment No.1”) and Amendment No.2 to the Company’s 2016 Stock Plan (“Amendment No.2” and together with Amendment No.1, the “Amendments”). The Company’s 2013 Stock Plan and 2016 Stock Plan are herein referred to as the “Plans.” The Amendments are effective upon their adoption by the Board, and provide that the annual award limitation of 3,000,000 shares to any individual under each of the Plans does not apply to awards granted on or after January1, 2019, provided that no individual share award (other than awards that may by their terms be paid or settled solely in cash) may be granted under either Plan with respect to a number of shares that exceeds one percent of the Company’s total issued and outstanding shares as of the date of grant.
The foregoing is not a complete description of either of the Amendments, and is qualified in its entirety by reference to the full text of each of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February22, 2019, the Board declared cash dividends of (i)$0.01 per outstanding Common Share, par value $0.001 per share, which will be paid on April2, 2019, to holders of record at the close of business on March12, 2018, and (ii)$0.75 per outstanding share of our 6.00% Mandatory Convertible Preferred Shares, SeriesA, par value $0.001 per share, which will be paid on May1, 2019, to holders of record at the close of business on April15, 2019.
The information in Item 7.01 of this Current Report on Form8-K shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)of the Securities Act of 1933, as amended.
NABORS INDUSTRIES LTD Exhibit
EX-10.1 2 a19-5194_1ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO NABORS INDUSTRIES LTD. 2013 STOCK PLAN WHEREAS,…
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About NABORS INDUSTRIES LTD. (NYSE:NBR)
Nabors Industries Ltd. owns and operates a land-based drilling rig fleet in North America. The Company is a provider of offshore platform work over and drilling rigs. It conducts its Drilling & Rig Services business through four segments: U.S. Drilling, Canada Drilling, International Drilling and Rig Services. Its fleet of rigs and drilling-related equipment includes approximately 430 actively marketed rigs for land-based drilling operations in the United States, Canada and over 20 other countries throughout the world, and approximately 40 actively marketed rigs for offshore drilling operations in the United States and multiple international markets. It provides drilling technology and equipment, and well-site services, including engineering, transportation and disposal, construction, maintenance, well logging, directional drilling, rig instrumentation, data collection and other support services. In addition, it manufactures and leases or sells top drives and other rig equipment.