Rowan Companies plc (NYSE:RDC) Files An 8-K Submission of Matters to a Vote of Security Holders

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Rowan Companies plc (NYSE:RDC) 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 final voting results on each of the matters submitted to a vote of shareholders during the 2018 annual general meeting of shareholders (the “Meeting”) of Rowan Companies pcl (the “Company”) held on May 25, 2018 are shown below. As of the record date, March 28, 2018, there were 126,889,480 Class A Ordinary Shares (“Shares”) outstanding and entitled to vote at the Meeting. The holders of a total of 101,760,967 Shares (80.19%) 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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,316,921 1,462,995 326,660 8,654,391

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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,801,091 963,020 342,465 8,654,391

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
91,404,916 1,374,998 326,662 8,654,391

Proposal 1d – To re-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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,722,513 1,056,388 327,675 8,654,391

Proposal 1e – To re-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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,872,859 892,368 341,349 8,654,391

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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,383,509 1,398,496 324,571 8,654,391

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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,782,205 998,992 325,379 8,654,391

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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
90,203,240 2,561,862 341,474 8,654,391

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 2019:

Votes For Votes Against Votes Abstaining Broker Non-Votes
91,784,274 978,978 343,324 8,654,391

Proposal 2 – To approve, as a non-binding advisory resolution, the Company’s named executive officer compensation as reported in this proxy statement (in accordance with requirements applicable to companies subject to the United States Securities and Exchange Commission reporting requirements under the Securities Exchange Act of 1934, as amended):

Votes For Votes Against Votes Abstaining Broker Non-Votes
66,231,925 26,504,657 369,994 8,654,391

Proposal 3 – To approve, as a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2017, excluding the directors’ remuneration policy:

Votes For Votes Against Votes Abstaining Broker Non-Votes
66,140,445 26,612,256 353,875 8,654,391

Proposal 4 – To approve, as a non-binding advisory resolution, the receipt of the Company’s U.K. annual report and accounts for the year ended December 31, 2017:

Votes For Votes Against Votes Abstaining
101,091,779 152,772 516,416

Proposal 5 – To ratify the appointment of Deloitte & Touche LLP by the audit committee of the board of directors of the Company as the Company’s U.S. independent registered public accounting firm for 2018:

Votes For Votes Against Votes Abstaining
100,690,398 957,377 113,192

Proposal 6 – To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006 (the “Companies Act”):

Votes For Votes Against Votes Abstaining
100,684,310 1,026,093 50,564

Proposal 7 – To authorize the audit committee of the board of directors of the Company to determine the remuneration of Deloitte LLP, in its capacity as the Company’s U.K. statutory auditor:

Votes For Votes Against Votes Abstaining Broker Non-Votes
92,763,654 308,526 34,396 8,654,391

Proposal 8 – To approve forms of share repurchase contracts and repurchase counterparties:

Votes For Votes Against Votes Abstaining Broker Non-Votes
92,503,217 157,165 446,194 8,654,391

Proposal 9 – 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
89,972,542 2,810,206 323,828 8,654,391

Proposal 10 – 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 9 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
90,612,156 2,136,764 357,656 8,654,391

Proposal 11 – 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 9 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
90,608,846 2,137,979 359,751 8,654,391


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.