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EX-99.1 - EXHIBIT 99.1 - Vantage Drilling COdex991.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): January 7, 2011

 

 

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   1-34094   N/A

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

777 Post Oak Boulevard, Suite 800

Houston, TX

  77056
(Address of principal executive offices)   (Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ 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 240.14a-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 5.07 Submission of Matters to a Vote of Security Holders.

On January 7, 2011, the Extraordinary General Meeting in lieu of Annual General Meeting of Shareholders of Vantage Drilling Company (the “Company”) took place. The results of each proposal are set forth below.

Nine directors were elected for terms expiring on the date of the annual general meeting for the year ended December 31, 2010. As to each nominee for director, the results of the voting were as follows:

 

Name of Nominee

   Number of
Votes For
     Number of
Votes Against
     Number of
Votes Abstaining
 

Paul A. Bragg

     235,374,181         4,682,778         9,606,203   

Koichiro Esaka

     151,458,097         64,582,351         33,622,713   

Jorge E. Estrada

     140,946,006         5,076,606         103,640,549   

Robert F. Grantham

     186,384,036         32,765,428         30,513,697   

Marcelo D. Guiscardo

     113,819,246         32,194,953         103,648,962   

Ong Tian Khiam

     181,126,229         35,149,205         33,387,727   

John C.G. O’Leary

     142,529,598         3,716,924         103,416,639   

Hsin-Chi Su

     121,194,427         94,826,622         33,642,112   

Steinar Thomassen

     235,102,790         4,708,242         9,852,129   

The result of the vote on the proposal to approve an ordinary resolution to issue ordinary shares upon conversion of a promissory note issued to F3 Capital was as follows:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Number of

Broker Non-Votes

116,871,087

  132,593,666   198,408   0

The result of the vote on the proposal to approve an ordinary resolution to increase the Company’s ordinary share capital was as follows:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Number of

Broker Non-Votes

99,606,582

  144,509,855   5,546,725   0

The result of the vote on the proposal to approve an ordinary resolution to amend and restate the Company’s 2007 Long-Term Incentive Compensation Plan to, among other things, increase the number of ordinary shares authorized for issuance thereunder was as follows:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Number of

Broker Non-Votes

86,279,248

  157,724,186   5,659,728   0

 

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The result of the vote on the ratification of UHY LLP as the Company’s independent registered public accounting firm was as follows:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Number of

Broker Non-Votes

145,076,464

  99,043,531   5,543,166   0

A copy of the press release announcing these results is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description of Exhibit

     
99.1    Press Release dated January 7, 2011.   

[Signature page follows]

 

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SIGNATURE

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.

Date: January 7, 2011

 

VANTAGE DRILLING COMPANY

/s/ Chris Celano

Chris Celano
General Counsel

 

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INDEX TO EXHIBITS

 

Exhibit Number

  

Description of Exhibit

99.1    Press Release dated January 7, 2011.

 

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