Attached files
| file | filename |
|---|---|
| EX-3.2 - ROWAN COMPANIES PLC | v183144_ex3-2.htm |
| EX-3.1 - ROWAN COMPANIES PLC | v183144_ex3-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 29, 2010
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
1-5491
|
75-0759420
|
|
(State
or other jurisdiction
|
(Commission
file Number)
|
(IRS
Employer
|
|
of
incorporation)
|
Identification
No.)
|
|
2800
POST OAK BOULEVARD
|
|
|
SUITE
5450
|
|
|
HOUSTON,
TEXAS
|
77056
|
|
(Address
of principal executive offices)
|
(zip
code)
|
(713)
621-7800
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240-14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April
29, 2010, the stockholders of the Company approved amendments to the Company’s
Restated Certificate of Incorporation at the annual meeting of
stockholders. The amendments became effective upon filing of the
Certificate of Amendment to Restated Certificate of Incorporation with the
Delaware Secretary of State on April 29, 2010.
The
amendments revised supermajority voting standards and now provide for majority
vote standards for votes of the Company’s stockholders, as follows:
|
|
·
|
Adoption
of majority vote standard for amendments to preferred
stock;
|
|
|
·
|
Adoption
of majority vote standard for amendments to the Amended and Restated
Bylaws;
|
|
|
·
|
Adoption
of majority vote standard for approving certain related person
transactions; and
|
|
|
·
|
Removal
of supermajority vote standard for certain amendments to the Restated
Certificate of Incorporation.
|
The
amendments to the Restated Certificate of Incorporation are more fully described
in the proxy statement dated March 15, 2010, for the Company’s annual
meeting in the section entitled “Approval of Amendments to the Company’s
Restated Certificate of Incorporation,” which is incorporated herein by
reference. The Certificate of Amendment to the Restated Certificate of
Incorporation is filed as Exhibit 3.1 to this report, and the terms thereof
are incorporated herein by reference.
The Board
approved, subject to stockholder approval of the amendments to the Company’s
Restated Certificate of Incorporation, an amendment to the Company’s Bylaws to
eliminate the supermajority voting requirement contained in Article X of the
Bylaws. Accordingly, such amendment to the Bylaws became effective April 29,
2010. The vote of holders of a majority of the outstanding shares
normally entitled to vote in the election of directors is now required to adopt,
alter, amend or repeal the Bylaws, and the Bylaws are consistent with Article
Eighth of the Restated Certificate of Incorporation, as amended. The
Amended and Restated Bylaws are filed as Exhibit 3.2 to this report, and the
terms thereof are incorporated herein by reference.
Item 5.07 Submission
of Matters to a Vote of Security Holders
The final
results of voting on each of the matters submitted to a vote of security holders
during the Registrant’s annual meeting of shareholders held on April 29, 2010
are as follows.
1. Election of four Class I
Directors:
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
|||||||||||||
|
William
T. Fox III
|
84,429,715 | 1,472,329 | 131,153 | 7,672,980 | ||||||||||||
|
Sir
Graham Hearne
|
84,239,315 | 1,682,884 | 110,998 | 7,672,980 | ||||||||||||
|
H.
E. Lentz
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81,753,488 | 4,147,753 | 131,956 | 7,672,980 | ||||||||||||
|
P.
Dexter Peacock
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49,467,825 | 36,417,167 | 148,205 | 7,672,980 | ||||||||||||
Under the
Registrant’s Bylaws, each of the directors was elected, having received more
votes “for” than “against.”
2. Approval of amendments to
the Restated Certificate of Incorporation to eliminate all
supermajority voting requirements:
|
For
|
Against
|
Abstentions
|
||||
|
91,329,188
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2,083,211
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293,778
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Under the
Registrant’s Restated Certificate of Incorporation, the amendments were
approved, having received “for” votes from holders of at least 80% of the shares
outstanding. There were no broker non-votes on this
matter.
3. Ratification of Deloitte & Touche LLP as
principal auditors for the Company for the year ending December 31,
2010:
|
For
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Against
|
Abstentions
|
||||
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91,749,829
|
1,827,504
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128,844
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Under the
Registrant’s Bylaws, the selection of Deloitte & Touche was ratified, having
been approved by the favorable vote of a majority of votes cast.
As of the
record date, March 3, 2010, there were 113,834,940 shares of common stock
outstanding and entitled to vote at the meeting. The holders of a total of
93,706,177 shares of the common stock were present in person or by proxy at the
annual meeting.
Item 9.01 Financial
Statements and Exhibits.
(c)
Exhibits
3.1 Certificate
of Amendment to Restated Certificate of Incorporation of the
Registrant
3.2 Amended
and Restated Bylaws of the Registrant
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ROWAN
COMPANIES, INC.
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||
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By:
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/s/
William H. Wells
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William
H. Wells
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||
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Senior
Vice President & CFO
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||
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(Principal
Financial
Officer)
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||
Dated:
May 3, 2010