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):  May 12, 2017 (May 11, 2017)

 

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

 

Switzerland

    

000-53533

    

98-0599916

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

 

 

 

10 Chemin de Blandonnet

   

 

1214 Vernier, Geneva

 

 

Switzerland

 

CH-1214

(Address of principal executive offices)

 

(zip code)

 

Registrant’s telephone number, including area code: +41 (22) 930-9000

 

(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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 5.07.    Submission of Matters to a Vote of Security Holders.

 

Transocean Ltd. (the "Company") held its Annual General Meeting of Shareholders on May 11,  2017, in Zug, Switzerland. The shareholders took action on the following matters at the 2017 Annual General Meeting:

 

1.    Proposal regarding the approval of the 2016 Annual Report, including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2016 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2016.

 

 

 

 

 

 

For

    

Against

    

Abstain

 

278,823,099

 

2,804,680

 

2,204,490

 

 

This item was approved.

 

2.    Proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2016.

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

123,077,892

 

65,647,339

 

889,360

 

94,217,678

 

 

This item was approved.

 

3.    Proposal regarding appropriation of the accumulated loss for Fiscal Year 2016.

 

 

 

 

 

 

For

    

Against

    

Abstain

 

272,400,621

 

7,443,469

 

3,988,179

 

 

This item was approved.

 

4.    Proposals regarding the reelection of 11 directors, each for a term extending until completion of the next Annual General Meeting.

 

 

 

 

 

 

 

 

 

 

 

Name of Nominee for

Director

    

For

    

Against

    

Abstain

    

Broker Non-Votes

 

Glyn A. Barker

 

185,109,204

 

3,908,257

 

597,130

 

94,217,678

 

Vanessa C.L. Chang

 

184,822,378

 

4,128,728

 

663,485

 

94,217,678

 

Frederico C. Curado

 

184,876,629

 

4,168,419

 

569,543

 

94,217,678

 

Chadwick C. Deaton

 

185,813,828

 

3,217,423

 

583,340

 

94,217,678

 

Vincent J. Intrieri

 

181,195,122

 

7,819,119

 

600,350

 

94,217,678

 

Martin B. McNamara

 

182,103,210

 

6,926,834

 

584,547

 

94,217,678

 

Samuel J. Merksamer

 

163,833,727

 

25,180,802

 

600,062

 

94,217,678

 

Merrill A. "Pete" Miller, Jr.

 

170,936,241

 

18,108,085

 

570,265

 

94,217,678

 

Edward R. Muller

 

185,953,789

 

3,060,137

 

600,665

 

94,217,678

 

Tan Ek Kia

 

185,290,383

 

3,727,871

 

596,337

 

94,217,678

 

Jeremy D. Thigpen

 

186,838,147

 

2,199,908

 

576,536

 

94,217,678

 

 

Each of the 11 persons listed above were duly reelected as a director of the Company to hold office until the completion of the 2018 Annual General Meeting of Shareholders.


 

 

5.    Proposal regarding the election of the Chairman of the Board of Directors for a term extending until completion of the next Annual General Meeting.

 

 

 

 

 

 

 

 

 

 

Name of Chairman Nominee

    

For

    

Against

    

Abstain

    

Broker Non-Votes

 

Merrill A. "Pete" Miller, Jr.

 

169,369,282

 

19,656,810

 

588,499

 

94,217,678

 

 

Merrill A. "Pete" Miller, Jr. was elected Chairman of the Board of Directors of the Company to hold office until the completion of the 2018 Annual General Meeting of Shareholders.

 

6.    Proposal regarding the election of the members of the Compensation Committee, each for a term extending until the completion of the next Annual General Meeting.

 

 

 

 

 

 

 

 

 

 

Name of Compensation Committee Nominee

    

For

    

Against

    

Abstain

    

Broker Non-Votes

 

Frederico C. Curado

 

184,889,948

 

4,052,807

 

671,836

 

94,217,678

 

Vincent J. Intrieri

 

185,401,098

 

3,530,018

 

683,475

 

94,217,678

 

Martin B. McNamara

 

184,638,578

 

4,291,173

 

684,840

 

94,217,678

 

Tan Ek Kia

 

185,340,675

 

3,573,862

 

700,054

 

94,217,678

 

 

Each of the four persons listed above were duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the 2018 Annual General Meeting of Shareholders.

 

7.     Proposal regarding the reelection of Schweiger Advokatur / Notariat as the Company's independent proxy for a term extending until completion of the next Annual General Meeting.

 

 

 

 

 

For

    

Against

    

Abstain

273,622,620

 

7,524,737

 

2,684,912

 

This item was approved.

 

8.    Proposal regarding the appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2017 and reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a further one-year term.

 

 

 

 

 

 

 

For

    

Against

    

Abstain

 

278,263,028

 

4,278,676

 

1,290,565

 

 

This item was approved.

 

9.    Proposal regarding the advisory vote to approve Named Executive Officer compensation.

 

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

181,963,269

 

6,764,306

 

887,016

 

94,217,678

 

 

This item was approved.

 


 

10.    (a) Proposal regarding ratification of the maximum aggregate amount of compensation of the Board of Directors for the period between the 2017 Annual General Meeting and the 2018 Annual General Meeting.

 

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

183,965,760

 

4,109,445

 

1,539,386

 

94,217,678

 

 

This item was approved.

 

10.    (b) Proposal regarding the ratification of the maximum aggregate amount of compensation of the Executive Management Team for Fiscal Year 2018.

 

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

179,926,201

 

8,035,409

 

1,652,981

 

94,217,678

 

 

This item was approved.

 

11.    Proposal regarding the advisory vote on the frequency of Executive Compensation Vote.

 

 

 

 

 

 

 

 

 

Every Year

    

2 Years

    

3 Years

    

Abstain

 

171,664,029

 

903,318

 

16,469,186

 

578,058

 

 

Shareholders approved an advisory vote to hold an advisory vote on executive compensation every year.

 

The Board of Directors will evaluate the results of this non-binding advisory vote and make a determination as to whether the Company will submit future advisory votes on executive compensation every one, two or three years. The Company will amend this Current Report on Form 8-K to provide information regarding such determination.

 

 

 

 


 

 

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.

 

 

 

 

 

TRANSOCEAN LTD.

 

 

 

 

Date: May 12, 2017

By:

/s/ Daniel Ro-Trock

 

 

Daniel Ro-Trock

 

 

Authorized Person