Rowan Companies plc (NYSE:RDC) 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
Arrangement of Certain Officers.
Director Retirements; Appointment of Chairman. As
previously disclosed, Sir Graham Hearne (Chairman) and Mr. P.
Dexter Peacock did not stand for re-election and retired from the
Board of Directors (the Board) on May 25, 2017 at the end of
their regular terms. The Board has appointed William E. Albrecht
as the independent, non-executive Chairman of the Board effective
May 25, 2017. Mr. Albrecht will receive an additional retainer of
$150,000 as Chairman of the Board.
Amended and Restated 2013 Rowan Companies plc Incentive
Plan. As previously disclosed, the 2013 Rowan Companies plc
Incentive Plan (the 2013 Plan) was initially approved by
shareholders at the annual general meeting of shareholders held
on April 26, 2013. In February 2017, the Compensation Committee
recommended to the Board, and the Board approved and adopted,
additional amendments to the 2013 Plan, subject to shareholder
approval. As shown under Proposal 10 below, the Amended and
Restated 2013 Plan (the Plan) was approved by shareholders, and
became effective at the annual general meeting held on May 25,
2017. The description of the Plan is qualified in its entirety by
reference to the full text of the Plan included as Exhibit I to
the Companys definitive Proxy Statement filed with the Securities
and Exchange Commission (the SEC) on March 31, 2017 (the Proxy
Statement) and is incorporated herein by reference.
The 2013 Plan was amended in the following respects:
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To increase the aggregate number of Class A ordinary shares with respect to which awards may be granted under the Plan, such that the total number of shares available for grant under the Plan is 11,125,258 (a net increase of 2,174,572 new shares added to the 8,950,686 shares which remained available for grant under the Plan as of December 31, 2016). |
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To provide that the number of ordinary shares available for grant under the Plan will be reduced by one share for each share subject to any option or share appreciation right, and 1.91 shares for each share subject to a full value award, in each case, granted under the Plan on or after the effective date of the Plan. |
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To list material terms of the performance goals that may apply to awards granted under the Plan intended to qualify as performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code. |
New Restricted Share Unit Award Notice for Non-Employee
Directors. A new form of award notice was approved to which
non-deferred share units (RSUs) may be issued to non-employee
directors. The form of non-deferred RSU notice provides that the
non-deferred RSUs will vest and be settled in full upon the
earlier of (a) the first annual meeting of the Companys
shareholders to occur following the grant date and (b) the
one-year anniversary of the applicable grant date, subject to the
holders continued service as a director through the applicable
vesting date, and further subject to accelerated vesting of such
RSUs upon the holders death. In addition, to the award notice,
the RSUs are non-transferable other than in accordance with the
terms of the Plan. A copy of the form of award notice is filed as
Exhibit 10.1 to this Current Report on Form 8-K, and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders
The final voting results on each of the matters submitted to a
vote of shareholders during the 2017 Annual General Meeting held
on May 25, 2017 (the Meeting) are shown below. As of the record
date, March 29, 2017, there were 126,135,187 Class A Ordinary
Shares (Shares) outstanding and entitled to vote at the Meeting.
The holders of a total of 102,743,106 Shares (81.45%) were
present in person or by proxy at the Meeting, thereby reaching
quorum. All of the proposals were approved with the requisite
vote.
Proposal 1a To re-elect by ordinary resolution
William E. Albrecht as director of the Company for a term
to expire at the annual general meeting of shareholders to be
held in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,393,987 | 1,167,192 | 65,404 | 8,116,523 |
Proposal 1b To re-elect by ordinary resolution
Thomas P. Burke as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,762,991 | 821,262 | 42,330 | 8,116,523 |
Proposal 1c To re-elect by ordinary resolution
Thomas R. Hix as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,684,375 | 1,899,212 | 42,996 | 8,116,523 |
Proposal 1d To elect by ordinary resolution
Jack B. Moore as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,912,854 | 670,642 | 43,087 | 8,116,523 |
Proposal 1e To elect by ordinary resolution
Thierry Pilenko as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 94,174,751 | 370,244 | 81,588 | 8,116,523 |
Proposal 1f To re-elect by ordinary resolution
Suzanne P. Nimocks as director of the Company for a term
to expire at the annual general meeting of shareholders to be
held in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,248,006 | 1,336,277 | 42,300 | 8,116,523 |
Proposal 1g To re-elect by ordinary resolution
John J. Quicke as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,822,489 | 1,761,600 | 42,494 | 8,116,523 |
Proposal 1h To re-elect by ordinary resolution
Tore I. Sandvold as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,850,416 | 1,694,723 | 81,444 | 8,116,523 |
Proposal 1i To elect by ordinary resolution
Charles L. Szews as director of the Company for a term to
expire at the annual general meeting of shareholders to be held
in 2018:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,379,153 | 1,203,821 | 43,609 | 8,116,523 |
Proposal 2 To approve, as a non-binding advisory
resolution, the Companys named executive officer compensation as
reported in the 2017 proxy statement (in accordance with
requirements applicable to companies subject to SEC reporting
requirements under the Exchange Act):
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 91,482,653 | 3,073,633 | 70,297 | 8,116,523 |
Proposal 3 To approve, as a non-binding advisory
resolution, the frequency of future advisory votes, selecting
among once every year, every two years or every three years, on
the compensation of the NEOs to the compensation disclosure rules
of the SEC:
| Every year | Every two years | Every three years | Abstain |
| 93,001,441 | 126,844 | 1,452,243 | 46,055 |
Proposal 4 To approve the Companys directors
remuneration policy:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,130,887 | 2,436,448 | 59,248 | 8,116,523 |
Proposal 5 To approve, as a non-binding advisory
resolution, the Companys directors remuneration report for the
year ended December 31, 2016, excluding the directors
remuneration policy:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 89,926,230 | 4,640,448 | 59,905 | 8,116,523 |
Proposal 6 To receive the Companys U.K. annual
report and accounts for the year ended December 31, 2016:
| Votes For | Votes Against | Votes Abstaining |
| 101,943,911 | 390,460 | 408,735 |
Proposal 7 To ratify the Audit Committees
appointment of Deloitte Touche LLP as the Companys U.S.
independent registered public accounting firm for 2017:
| Votes For | Votes Against | Votes Abstaining |
| 100,589,962 | 2,060,693 | 92,451 |
Proposal 8 To re-appoint Deloitte LLP as the
Companys U.K. statutory auditor under the U.K. Companies Act 2006
(the Companies Act):
| Votes For | Votes Against | Votes Abstaining |
| 100,716,995 | 1,930,064 | 96,047 |
Proposal 9 To authorize the Audit Committee to
determine the remuneration of Deloitte U.K., in its capacity as
the Companys U.K. statutory auditor:
| Votes For | Votes Against | Votes Abstaining |
| 101,076,074 | 1,550,560 | 116,472 |
Proposal 10 To approve an amendment to the 2013
Rowan Companies plc Incentive Plan:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,324,824 | 2,255,318 | 46,441 | 8,116,523 |
Proposal 11 To approve forms of share repurchase
contracts and repurchase counterparties:
| Votes For | Votes Against | Votes Abstaining |
| 97,170,115 | 4,462,226 | 1,110,765 |
Proposal 12 To authorize the Board, in
accordance with section 551 of the Companies Act, to exercise all
the powers of the Company to allot shares in the Company and to
grant rights to subscribe for or convert any security into shares
in the Company:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,688,100 | 1,886,814 | 51,669 | 8,116,523 |
Proposal 13 To authorize the Board, by special
resolution, in accordance with section 570 of the Companies Act,
to allot equity securities (as defined in section 560 of the
Companies Act) to the authority contemplated by the ordinary
resolution included in Proposal 12 for cash without the rights of
pre-emption provided by section 561 of the Companies Act:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 92,893,162 | 1,680,599 | 52,822 | 8,116,523 |
Proposal 14 To authorize the Board, by special
resolution, in accordance with section 570 of the Companies Act,
to allot equity securities (as defined in section 560 of the
Companies Act) to the authority contemplated by the ordinary
resolution included in Proposal 12 for cash without the rights of
pre-emption provided by section 561 of the Companies Act in
connection with an acquisition or specified capital investment:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 93,703,298 | 867,037 | 56,248 | 8,116,523 |
(d) In accordance with the recommendation of the Board, the
Companys shareholders voted, on an advisory basis, in favor of
holding future advisory votes to approve the Companys named
executive officer compensation every year. Based on the
recommendation of the Board, the Company will include an advisory
shareholder vote to approve the Companys named executive officer
compensation in its proxy materials on an annual basis until the
next required advisory vote on the frequency of shareholder votes
to approve the Companys named executive officer compensation,
which will occur no later than the Companys annual general
meeting of shareholders in 2023.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1* |
Form of Non-Employee Director Non-Deferred Restricted Share |
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| 10.2 |
Amended and Restated 2013 Rowan Companies plc Incentive |
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| 10.3 |
Form of Share Repurchase Contract and Form of Rule 10b5-1 Repurchase Plan (incorporated by reference to Exhibits II and III, respectively, of the Proxy Statement) |
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| * | Filed herewith |
| Compensatory plan or arrangement |
About Rowan Companies plc (NYSE:RDC)
Rowan Companies plc is a provider of offshore contract drilling services to the international oil and gas industry. The Company operates through two segments: deepwater and jack-ups. Its deepwater segment consists of drillship operations. Its fleet consists of approximately 30 mobile offshore drilling units, including self-elevating jack-up rigs and ultra-deepwater drillships. Its drilling fleet consists of approximately four ultra-deepwater drillships; 20 high-specification cantilever jack-up rigs, including three N-Class rigs, four EXL class rigs, three 240C class rigs, four enhanced Super Gorilla class rigs, one Gorilla class rig, and four Tarzan Class rigs, and eight cantilever jack-up rigs, including two Gorilla class rigs and six 116-C class rigs. The Company’s fleet operates across the world, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad. Rowan Companies plc (NYSE:RDC) Recent Trading Information
Rowan Companies plc (NYSE:RDC) closed its last trading session down -1.35 at 12.48 with 2,088,506 shares trading hands.