NABORS INDUSTRIES LTD. (NYSE:NBR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The annual general meeting of shareholders of Nabors Industries
Ltd. (the Company) was held on June6, 2017. Holders of
302,494,333 shares, representing 90.15% of our outstanding shares
of common stock entitled to vote as of the record date for the
meeting, participated in person or by proxy.
As explained in our proxy statement relating to the meeting:
In accordance with the Companys Bye-Laws, directors are elected
by a plurality of the votes cast. However, the Company has
adopted a policy requiring that, in the event a nominee does not
receive the affirmative vote of a majority of the shares voted in
connection with his or her election, he or she must promptly
tender his or her resignation from the Board of Directors (the
Board), which the Board will accept unless it determines that it
would not be in the Companys best interests to do so.
Approval of the other matters considered at the meeting required
the affirmative vote of the holders of a majority of shares
present in person or represented by proxy and entitled to vote at
the meeting, with abstentions having the effect of votes against
a proposal and broker nonvotes being disregarded in the
calculation.
The matters voted upon at the meeting were:
1. Election of Directors
|
SharesFor |
|
SharesWithheld |
|
Nonvotes |
|
Result |
|
|
Tanya S. Beder |
279,186,448 |
5,031,503 |
18,276,382 |
Elected |
|||||
James R. Crane* |
106,355,873 |
177,862,078 |
18,276,382 |
Elected |
|||||
John P. Kotts* |
128,759,567 |
155,458,384 |
18,276,382 |
Elected |
|||||
Michael C. Linn* |
107,526,401 |
176,691,550 |
18,276,382 |
Elected |
|||||
Anthony G. Petrello |
195,588,783 |
88,629,168 |
18,276,382 |
Elected |
|||||
Dag Skattum |
201,127,716 |
83,090,235 |
18,276,382 |
Elected |
|||||
John Yearwood* |
133,108,255 |
151,109,696 |
18,276,382 |
Elected |
* Received the affirmative vote of less than a majority of the
shares voted or withheld.
2. Approval and Appointment of PricewaterhouseCoopers LLP as
Our Independent Auditor and Authorization for the Audit Committee
To Set the Independent Auditors Remuneration
For |
289,489,428 |
||
Against |
11,548,273 |
||
Abstain |
1,456,632 |
RESULT: Approved (95.70% For)
3. Advisory Vote on Compensation of Named Executive
Officers
For |
124,294,964 |
||
Against |
158,405,738 |
||
Abstain |
1,517,249 |
||
Nonvotes |
18,276,382 |
RESULT: Not Approved (43.73% For)
4. Advisory Vote on Frequency of Shareholder Say-On-Pay
Votes
1 Year |
263,050,439 |
||
2 Years |
133,511 |
||
3 Years |
19,454,618 |
||
Abstain |
1,579,383 |
||
Nonvotes |
18,276,382 |
RESULT: (92.55% for 1 Year)
The Board of Directors (the Board) has considered the
preference expressed by shareholders and determined to continue
holding the advisory shareholder Say-On-Pay votes annually.
5. Shareholder Proposal To Adopt a Proxy Access
Bye-law
For |
188,811,730 |
||
Against |
93,758,887 |
||
Abstain |
1,647,334 |
||
Nonvotes |
18,276,382 |
RESULT: Approved (66.43% For)
Item 7.01. Regulation FD
Disclosure.
Adoption of Amended and Restated Proxy Access
Policy
The Board held a regularly scheduled meeting following the
annual general meeting of shareholders. At the meeting the
Board considered, among other things, the outcome of the
shareholder vote, including with respect to the shareholder
proxy access proposal included as Item 5 in the Companys proxy
statement (the Shareholder Proxy Access Proposal). Noting the
increased year-over-year support for the Shareholder Proxy
Access Proposal from 2015 to 2016, as well as the increasing
number of companies that are adopting proxy access provisions
substantially similar to the Shareholder Proxy Access Proposal,
the Board unanimously voted to adopt the Nabors Industries Ltd.
Amended and Restated Policy Regarding Nomination and Proxy
Access for Director Candidates Recommended by Shareholders (the
Amended and Restated Proxy Access Policy).
The Amended and Restated Proxy Access Policy provides that a
group of up to twenty (20) shareholders may nominate a single
Board candidate for inclusion in the Companys proxy materials;
provided that the group of shareholders has beneficially owned
three percent (3%) or more of the Companys outstanding stock
for at least the previous three (3)years as of both the date
the nomination is submitted and continuously thereafter.
Neither the number of nominees nor the number of directors
serving after having been nominated under the Amended and
Restated Proxy Access Policy shall exceed twenty percent (20%)
of the number of directors then serving. The foregoing is not a
complete description of the Amended and Restated Proxy Access
Policy, a copy of which is attached to this Current Report on
Form8-K as Exhibit99.1 and incorporated herein by reference.
Deliberation of Director Resignations
In addition to the adoption of the Amended and Restated Proxy
Access Policy, the Board voted on whether to accept the
resignations of Messrs.Crane, Kotts, Linn, and Yearwood (the
Tendering Directors), each of whom tendered their resignations
in accordance with the Companys policy. The Board appointed
independent directors that had received the affirmative vote of
greater than a majority of the shares voted or withheld at the
annual general meeting to serve as specially designated members
of the Governance Committee (the Specially Designated Members),
and authorized them to deliberate and make recommendations with
respect to the resignations of the Tendering Directors. The
Specially Designated Members considered, among other things,
the Companys current strategic needs, actual vote counts and
the contributions and anticipated roles of each of the
Tendering Directors. The Specially Designated Members
recommended that the Board not accept the resignations of the
Tendering Directors. The full Board then met to review and vote
on the recommendation of the Specially Designated Members, and
determined that acceptance of the resignations of the Tendering
Directors would not be in the Companys best interests, and
voted unanimously to reject the resignations. None of the
Tendering Directors participated in the deliberations or the
vote of the Board with respect to their own resignation.
Messrs.Crane, Kotts, Linn, and Yearwood have been directors
since 2012, 2013, 2012 and 2010, respectively. Their
contributions have played an important role in the Companys
enhanced strategic focus and improved market position.
Beginning in 2013, the Board undertook a comprehensive
strategic review process aimed at unlocking long-term
shareholder value and improving core operational performance.
Each of the Tendering Directors played a significant role in
the strategic review process, which involved considerable
analysis, debate and evaluation of a myriad of complex
opportunities and alternatives. That review has resulted in a
shift in the Companys operations to include, among other
things, the decision to enter into a joint venture with a
wholly-owned subsidiary of Saudi Arabian Oil Company, as well
as the increased focus on technological enhancements to the
Companys fleet of drilling rigs. The Board believes each of the
Tendering Directors played a vital role in this strategic
shift, and that losing any one of them, let alone all of them,
could undercut or delay these and other strategic plans and
advancements.
Based upon available data, the Board estimates that up to
one-third of institutional investors shareholdings are
automatically voted in accordance with proxy advisory service
recommendations. An additional significant portion of those
holdings are influenced by such recommendations. The Board
believes, however, that some of those recommendations,
including the recommendations regarding the election of
directors, are based upon flawed or inaccurate information,
legacy concerns that to a large extent have been addressed, and
in some cases give undue weight to issues that are of lesser
relative importance in evaluating the service of those
directors. Contributing to this problem is the fact that
neither Glass Lewis nor ISS makes its recommendations available
to the Company in advance or affords the Company a realistic
opportunity to respond or comment upon any concerns it may
have. As such, in considering the shareholder vote on
directors, the Board questioned whether a significant portion
of the withhold votes accurately reflect the actual preferences
of shareholders whose votes are automatically voted and, to a
lesser extent, of shareholders who may have relied upon flawed
or inaccurate statements by the proxy advisory services.
Feedback received from shareholders, as well as the shareholder
vote at the annual general meeting, revealed a number of
reasons underlying the withhold votes for the Tendering
Directors. The Board believes that foremost among those reasons
was the aforementioned proxy-advisory-firm influenced vote,
followed by a perception of unresponsiveness to shareholder
concerns. However, the Board believes it has been responsive to
its shareholders; indeed, Messrs.Skattum and Wolf, the latter
of whom resigned as of the annual general meeting after serving
four terms, were appointed to the Board as a result of
negotiations with a large shareholder at the time. Ms.Beders
inclusion on the Board addresses another concern of
shareholders gender diversity. Management and members of the
Board have discussed the Companys strategy and vision with key
shareholders throughout the year, including on Investor Day
where the Companys technology and rigs were showcased. In
addition, the Company was one of the first to adopt a proxy
access policy in 2014 specifically in response to shareholder
concerns. At the time of its adoption, the Board agreed to
review the proxy access proposal again in 2017. The Board
accelerated that initial review to 2016, though at the time
decided changes to the policy were unwarranted. The policy was
reviewed again this year which, as noted above, resulted in the
adoption of the Amended and Restated Proxy Access Policy.
The Tendering Directors contributions have directly resulted in
significant enhancements to the Companys corporate governance
and, in particular, executive compensation practices. The Board
believes the Company has made great strides in tying executive
compensation to the relative performance of the Company.
Performance-based compensation makes up the vast majority of
CEO total compensation, and the Companys absolute
pay-for-performance alignment is better than two-thirds of
Russell 3000 companies. Special bonuses, a major concern of
shareholders at the 2016 annual general meeting, were not given
last year. As members of the Governance, Compensation, or
Executive Committees, each of the Tendering Directors has
played a significant leadership role in effecting those
changes.
After weighing all of the foregoing factors, the Board
concluded that accepting the resignations of the Tendering
Directors was not in the best interest of the Company, and it
declined to do so.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
ExhibitNo. |
|
Description |
99.1 |
Nabors Industries Ltd. Amended and Restated Policy |
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.