Tesco Corporation (NASDAQ:TESO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Tesco Corporation (NASDAQ:TESO) 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

Approval of Tesco Corporation 2017 Long-Term Incentive Plan
On May 16, 2017, the Shareholders approved the Company’s 2017
Long-Term Incentive Plan (the “Plan”), a copy of which is
attached as Exhibit 10.1 and is incorporated into this Item 5.02 by
reference. A description of the Plan is set forth in the Company’s
definitive proxy statement on Schedule 14A for the annual meeting
that was filed with the Securities and Exchange Commission on March
27, 2017 (the “Proxy Statement”) in the section titled “Proposal
Five – Approval of the Tesco Corporation 2017 Long-Term Incentive
Plan,” which description is incorporated in its entirety in this
Item 5.02 by reference. The description is qualified in its
entirety by reference to the Plan attached hereto as Exhibit 10.1.
Changes in Executive Compensation
As previously disclosed, the Compensation Committee (the
“Committee”) of the Board of Directors of Tesco Corporation (the
“Company”), at the request of Company management, approved
reductions in the base annual salaries of certain officers of the
Company in 2015, including certain of the officers who were
identified as named executive officers in the Company’s 2017 proxy
statement (the “Reductions”). The Reductions were made in
conjunction with base salary reductions across the organization.
On April 4, 2017, Company management increased by three percent
(3%) the base salaries of USA and Canada employees impacted by the
successive compensation reductions in 2015. On April 28, 2017, the
Committee approved a corresponding three percent (3%) increase in
the base annual salaries of the following named executive officers
listed in the Company’s 2017 proxy statement. This increase was
approved effective April 4, 2017. The independent members of the
Board of Directors subsequently approved the increase to Mr.
Assing.
Named Executive Officer
Title
Reduced Annual Base Salary
New 2017 Annual Base Salary
Percentage Change
Fernando R. Assing
President and Chief Executive Officer
$463,125
$477,019
3%
Christopher L. Boone
Senior Vice President and Chief Operating Officer
$324,188
$333,914
3%
Thomas B Sloan Jr.
Vice President, Corporate Controller, and Principal
Accounting Officer
$194,513
$200,348
3%
Michael J. Niedermaier
Vice President, Eastern Hemisphere
$204,750
$210,893
3%
Item 5.07 Submission of Matters to a Vote of Security Holders>
The Company held its Annual General Meeting of Shareholders (the
Meeting”) on May 16, 2017 in accordance with the Notice of
Meeting. Set forth below are the matters acted upon by the
Company’s shareholders (the Shareholders”) at the Meeting and the
final voting results of each proposal.
Proposal One Election of Directors.
The Shareholders voted to elect seven (7) Director Nominees to
hold office until the next annual general meeting or until their
successors have been qualified and duly elected or appointed. The
voting results were as follows:
Director Nominee
For
Withheld/Abstain
Broker
Non Votes
Fernando R. Assing
41,704,667
1,510,258
1,428,083
John P. Dielwart
41,764,628
1,450,297
1,428,083
R. Vance Milligan Q.C., ICD.D
41,661,343
1,553,582
1,428,083
Douglas R. Ramsay
41,798,730
1,416,195
1,428,083
Rose M. Robeson
41,796,775
1,418,150
1,428,083
Elijio V. Serrano
41,793,874
1,421,051
1,428,083
Michael W. Sutherlin
41,566,501
1,648,424
1,428,083
Proposal Two Appointment of the Independent Auditors.
The Shareholders voted to appoint Ernst Young LLP, as TESCO’s
independent registered public accounting firm to hold office
until the close of the next annual general meeting. The voting
results were as follows:
For
Against
Withheld/Abstain
Broker
Non Votes
43,307,290
1,289,372
46,346
Proposal Three Approval of 2016 Named Executive Officer
Compensation.
The overall compensation of the Companys named executive officers
was approved by the Shareholders on an advisory basis. The voting
results were as follows:
For
Against
Withheld/Abstain
Broker
Non Votes
41,212,527
1,992,790
9,608
1,428,083
Proposal Four Determination of the Frequency of the Shareholder
Vote on Executive Compensation.
On the advisory vote for the frequency of the advisory vote on the
compensation of the Company’s named executive officers (the
“Frequency Vote”), the Shareholders voted for a Frequency Vote on
an Annual Basis. The voting results were as follows:
One Year
Two Years
Three Years
Abstain
33,816,763
11,553
6,943,436
2,443,173
Proposal Five Approval of the Tesco Corporation 2017 Long-Term
Incentive Plan.
The Company’s Long Term Incentive Plan was approved by the
Shareholders. The voting results were as follows:
For
Against
Abstain
Broker
Non Votes
40,665,525
2,537,043
12,357
1,428,083
Item 9.01 Financial Statements and Exhibits
Exhibit
10.1 Tesco Corporation 2017 Long-Term Incentive Plan


About Tesco Corporation (NASDAQ:TESO)

Tesco Corporation is engaged in designing, assembly and service delivery of technology-based solutions for the upstream energy industry. The Company’s product and service offerings consist primarily of equipment sales and services to drilling contractors, and exploration and production companies around the world. The Company operates through four segments: Top Drives, Tubular Services, Research & Engineering, and Corporate and Other. The Company’s Top Drive segment includes top drive sales, top drive rentals and after-market sales and services. Its Tubular Services segment includes automated and conventional tubular services. Its Research and Engineering segment includes internal research and development activities related to its automated tubular services and top drive model development, as well as the Casing Drilling technology prior to the sale.

Tesco Corporation (NASDAQ:TESO) Recent Trading Information

Tesco Corporation (NASDAQ:TESO) closed its last trading session up +0.10 at 5.20 with 419,736 shares trading hands.

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