Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Director Retirements;
Appointment of Chairman.
As previously disclosed, Sir Graham Hearne (Chairman) and Mr. P. Dexter Peacock did not stand for
re-election and retired from the Board of Directors (the “Board”) on May 25, 2017 at the end of their regular terms.
The Board has appointed William E. Albrecht as the independent, non-executive Chairman of the Board effective May 25, 2017. Mr.
Albrecht will receive an additional retainer of $150,000 as Chairman of the Board.
Amended and Restated
2013 Rowan Companies plc Incentive Plan.
As previously disclosed, the 2013 Rowan Companies plc Incentive Plan (the “2013
Plan”) was initially approved by shareholders at the annual general meeting of shareholders held on April 26, 2013. In February
2017, the Compensation Committee recommended to the Board, and the Board approved and adopted, additional amendments to the 2013
Plan, subject to shareholder approval. As shown under Proposal 10 below, the Amended and Restated 2013 Plan (the “Plan”)
was approved by shareholders, and became effective at the annual general meeting held on May 25, 2017. The description of the Plan is qualified in its entirety by reference to the full
text of the Plan included as Exhibit I to the Company’s definitive Proxy Statement filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2017 (the “Proxy Statement”) and is incorporated herein by reference.
The
2013 Plan was amended in the following respects:
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•
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To increase the aggregate number of Class A ordinary shares with respect to which awards may be
granted under the Plan, such that the total number of shares available for grant under the Plan is 11,125,258 (a net increase of
2,174,572 new shares added to the 8,950,686 shares which remained available for grant under the Plan as of December 31, 2016).
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•
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To provide that the number of ordinary shares available for grant under the Plan will be reduced
by one share for each share subject to any option or share appreciation right, and 1.91 shares for each share subject to a full
value award, in each case, granted under the Plan on or after the effective date of the Plan.
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•
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To list material terms of the performance goals that may apply
to awards granted under the Plan intended to qualify as performance
-based compensation under Section 162(m) of the U.S.
Internal Revenue Code.
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New Restricted
Share Unit Award Notice for Non-Employee Directors.
A new form of award notice was approved pursuant to which non-deferred
share units (“RSUs”) may be issued to non-employee directors. The form of non-deferred RSU notice provides that the
non-deferred RSUs will vest and be settled in full upon the earlier of (a) the first annual meeting of the Company’s shareholders
to occur following the grant date and (b) the one-year anniversary of the applicable grant date, subject to the holder’s
continued service as a director through the applicable vesting date, and further subject to accelerated vesting of such RSUs upon
the holder’s death. In addition, pursuant to the award notice, the RSUs are non-transferable other than in accordance
with the terms of the Plan. A copy of the form of award notice is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
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 2017 Annual General Meeting held on May 25, 2017 (the “Meeting”)
are shown below. As of the record date, March 29, 2017, there were 126,135,187 Class A Ordinary Shares (“Shares”) outstanding
and entitled to vote at the Meeting. The holders of a total of 102,743,106 Shares (81.45%) 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 2018:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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93,393,987
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1,167,192
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65,404
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8,116,523
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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 2018:
Votes For
|
Votes Against
|
Votes Abstaining
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Broker Non-Votes
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93,762,991
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821,262
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42,330
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8,116,523
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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
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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92,684,375
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1,899,212
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42,996
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8,116,523
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Proposal 1d
– To 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 2018:
Votes For
|
Votes Against
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Votes Abstaining
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Broker Non-Votes
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93,912,854
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670,642
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43,087
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8,116,523
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Proposal 1e
– To 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 2018:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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94,174,751
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370,244
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81,588
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8,116,523
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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 2018:
Votes For
|
Votes Against
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Votes Abstaining
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Broker Non-Votes
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93,248,006
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1,336,277
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42,300
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8,116,523
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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 2018:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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92,822,489
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1,761,600
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42,494
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8,116,523
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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 2018:
Votes For
|
Votes Against
|
Votes Abstaining
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Broker Non-Votes
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92,850,416
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1,694,723
|
81,444
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8,116,523
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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 2018:
Votes For
|
Votes Against
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Votes Abstaining
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Broker Non-Votes
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93,379,153
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1,203,821
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43,609
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8,116,523
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Proposal 2
– To approve, as
a non-binding advisory resolution, the Company’s named executive officer compensation as reported in the 2017 proxy statement
(in accordance with requirements applicable to companies subject to SEC reporting requirements under the Exchange Act):
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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91,482,653
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3,073,633
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70,297
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8,116,523
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Proposal 3
– To approve, as
a non-binding advisory resolution, the frequency of future advisory votes, selecting among once every year, every two years or
every three years, on the compensation of the NEOs pursuant to the compensation disclosure rules of the SEC:
Every year
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Every two years
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Every three years
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Abstain
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93,001,441
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126,844
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1,452,243
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46,055
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Proposal 4
– To approve the
Company’s directors’ remuneration policy:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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92,130,887
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2,436,448
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59,248
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8,116,523
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Proposal 5
– To approve, as
a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2016,
excluding the directors’ remuneration policy:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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89,926,230
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4,640,448
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59,905
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8,116,523
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Proposal 6
– To receive the
Company’s U.K. annual report and accounts for the year ended December 31, 2016:
Votes For
|
Votes Against
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Votes Abstaining
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101,943,911
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390,460
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408,735
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Proposal 7
– To ratify the
Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s U.S. independent registered public accounting
firm for 2017:
Votes For
|
Votes Against
|
Votes Abstaining
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100,589,962
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2,060,693
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92,451
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Proposal 8
– 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
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Votes Abstaining
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100,716,995
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1,930,064
|
96,047
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Proposal 9
– To authorize
the Audit Committee to determine the remuneration of Deloitte U.K., in its capacity as the Company’s U.K. statutory auditor:
Votes For
|
Votes Against
|
Votes Abstaining
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101,076,074
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1,550,560
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116,472
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Proposal 10
– To approve
an amendment to the 2013 Rowan Companies plc Incentive Plan:
Votes For
|
Votes Against
|
Votes Abstaining
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Broker Non-Votes
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92,324,824
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2,255,318
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46,441
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8,116,523
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Proposal 11
– To approve forms
of share repurchase contracts and repurchase counterparties:
Votes For
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Votes Against
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Votes Abstaining
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97,170,115
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4,462,226
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1,110,765
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Proposal 12
– 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
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Votes Abstaining
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Broker Non-Votes
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92,688,100
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1,886,814
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51,669
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8,116,523
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Proposal 13
– 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) pursuant to the authority contemplated by the ordinary resolution included in Proposal 12 for
cash without the rights of pre-emption provided by section 561 of the Companies Act:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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92,893,162
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1,680,599
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52,822
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8,116,523
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Proposal 14
– 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) pursuant to the authority contemplated by the ordinary resolution included in Proposal 12 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
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Broker Non-Votes
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93,703,298
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867,037
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56,248
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8,116,523
|
(d) In accordance with the recommendation
of the Board, the Company’s shareholders voted, on an advisory basis, in favor of holding future advisory votes to approve
the Company’s named executive officer compensation every year. Based on the recommendation of the Board, the Company will
include an advisory shareholder vote to approve the Company’s named executive officer compensation in its proxy materials
on an annual basis until the next required advisory vote on the frequency of shareholder votes to approve the Company’s named
executive officer compensation, which will occur no later than the Company’s annual general meeting of shareholders in 2023.