RIG Transocean Ltd

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

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TO THE OWNERS OF OUR COMPANY:

We enter 2022 building upon encouraging results from 2021 and are increasingly enthusiastic about the prospects for Transocean and the offshore drilling industry. Notwithstanding the challenges faced over the past seven years, including historically low oil and natural gas prices and the effects of a global pandemic, we are finally seeing a significantly improved and sustained economic outlook for the industry, as we predicted in last year’s letter to shareholders, that started to take shape in the second half of 2021.

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This improvement is driven in large part by a sustained rebound of hydrocarbon prices and has translated into heightened demand for our high-specification fleet of ultra-deepwater drillships and harsh environment semisubmersibles. Indeed, during 2021, as crude prices increased over 50%, floater contracting activity returned to pre-pandemic levels.

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AS WE ENTER 2022, WE ARE SEEING EVEN MORE HIGH-VALUE OPPORTUNITIES ON THE HORIZON. WITH ACTIVE, HIGH-SPECIFICATION ASSETS IN VERY SHORT SUPPLY, WE ARE ENCOURAGED BY BOTH THE TRAJECTORY OF DAYRATES FOR THE GLOBAL MARKETABLE FLOATER FLEET, AS WELL AS THE LENGTHENING OF CONTRACT DURATIONS FOR UPCOMING PROJECTS.

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Due to the material under-investment in exploration and production activities during the downturn and other factors, including an emerging focus on the importance of global energy security, we continue to believe that this market recovery is sustainable and will lead to more demand for our rigs, and in general, higher levels of activity for the offshore drilling industry.

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While overcoming challenges associated with the pandemic remained a dominant theme throughout 2021, the Transocean team once again maintained high levels of operating performance, achieving impressive results for safety, and delivering record reliability and drilling efficiency, resulting in performance bonuses from our customers. This clearly demonstrates that customers value the assets, expertise and consistency of performance that Transocean provides.

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As we move into 2022, we recognize that the recent Russian invasion of Ukraine creates uncertainty in 2022 and, probably, beyond. Our first concern, as always, is the safety of our personnel. We are relieved that our employees who call Ukraine home are currently safe from this horrific aggression, and we are doing all we can to help our Ukrainian employees and their families during this uncertain time. At this time, none of our assets or operations have been impacted. We believe the war’s disruption to the world’s hydrocarbon supply underscores the importance of energy security. Indeed, ultra-deepwater and harsh environment offshore drilling rigs and services, such as those we provide to our customers around the world, are central to ensuring that a diversity of hydrocarbon resources, along with other emerging energy technologies, are reliably available to sustain the world’s energy requirements.

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As such, we are comforted by the momentum that was established by the continually improving market fundamentals and solidified by our industry-leading operations, management, and support functions. We begin the year with an industry-leading backlog of $6.5 billion as of our February 2022 Fleet Status Report – a backlog that is nearly two times that of our closest competitor.

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In addition to an improving macro environment, we are excited to be nearing delivery of our two eighth generation drillships, the Deepwater Atlas and the Deepwater Titan. Upon delivery, the Atlas and the Titan will be the only two eighth-generation ships in the industry, characterized not only by their ability to drill and complete 20,000 psi prospects, but also by their industry-leading net three-million-pound hoisting capacity. These attributes clearly reinforce Transocean’s position as the technological leader in offshore drilling.

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In August 2021, we announced a $252 million contract for the Atlas to perform the first phase of Beacon Offshore’s Shenandoah program in the Gulf of Mexico. Combined with the Titan’s five-year contract with Chevron for its Anchor project in the Gulf of Mexico, the Atlas award solidifies Transocean as the market leader

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for the next frontier of 20,000 psi field development. In addition to these important contracts, we observed a pronounced increase in dayrates of the ultra-deepwater fleet in the past year, with Gulf of Mexico dayrates in some instances increasing more than 30%. Indeed, all indications suggest continued upward momentum in 2022 and beyond as demand in the Gulf of Mexico appears more than sufficient to keep the deepwater fleet busy. We expect this phenomenon to spread to other regions as global utilization levels continue to rise.

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TRANOCEAN’S SUCCESS IS THE RESULT OF A LONGER-TERM STRATEGY THAT DEVELOPED OVER THE COURSE OF NEARLY A DECADE. THROUGHOUT THE DOWNTURN, WE SYSTEMATICALLY RATIONALIZED OUR FLEET TO MEET CUSTOMER DEMAND, TRANSFORMING OUR RIG PORTFOLIO TO ASSEMBLE THE HIGHEST CONCENTRATION OF THE MOST CAPABLE HARSH ENVIRONMENT AND ULTRA-DEEPWATER DRILLING ASSETS IN THE INDUSTRY.

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At December 31, 2021, our fleet consisted of 27 ultra-deepwater and 10 harsh environment rigs with two eighth generation drillships in the final phases of construction. Our high-specification fleet positions Transocean favorably to take advantage of the accelerating upcycle.

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Operationally, we delivered strong performance as our team navigated a second year of challenges predominantly associated with the pandemic, ending 2021 with a fleetwide uptime exceeding 97%. As one endorsement, in December 2021, we were awarded Petrobras’s Best Supplier Award for Operation of Drilling Rigs. Additionally, the Deepwater Skyros was named Total’s Rig of the Year, while Shell announced the Deepwater Thalassa as its Rig of the Year, demonstrating an established track record of superior service with multiple customers in multiple geographic markets.

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As the leader in offshore drilling, we will continue to set the standard for operating safely, reliably, and efficiently, while being a responsible steward of the environment. On that note, in the fourth quarter of 2021, we announced our energy transition vision and our 40% Scope 1 and Scope 2 greenhouse gas emissions intensity reduction target. We believe these are important steps in our commitment to minimizing our impact on the environment. While we see an ongoing shift in the market share of energy sources to meet the world’s global energy demand, we also observe a continuation of the rising trend in oil and natural gas consumption levels, translating to an increase in demand for our services. We firmly believe oil and natural gas, and specifically hydrocarbons found in deepwater offshore reservoirs, will continue to play a significant role in supplying the world’s energy.

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In 2021, we continued to invest in and deploy new technologies to support and enable best-in-class and safe operations. Two of our initiatives include additional installations of our Smart Equipment Analytics “SEA” system and our HaloGuard^SM personnel safety system. SEA supports our reliability performance and power optimization by providing real-time data to our teams, which enable immediate evaluation of equipment and system performance and is now operational on 20 of our active rigs. In addition to improving equipment and system reliability, the SEA system enables optimization of our power generation and consumption requirements, with an acute focus on meeting our emissions goals.

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The safety and well-being of our employees and all parties onboard our rigs is our highest priority. To that end, we have now deployed our HaloGuard^SM system on four ultra-deepwater drillships. Through machine vision and wearable, real-time location transmitting technology, interfaced with drill floor machine controls, HaloGuard^SM provides an advanced layer of collision protection for our offshore personnel.

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Our team also continued to actively manage our capital structure and liquidity. Consistent with our balance sheet priorities, in mid-2021, we announced a deferred payment agreement for our two newbuilds, the Deepwater Atlas and the Deepwater Titan. Additionally, the shipyard financing agreement for the Atlas defers a significant portion of the newbuild capex and increases our financial flexibility as we seek to de-lever using free cash flow from operations generated in the improving dayrate environment. This agreement joins a host of other liquidity-enhancing and liability management transactions executed by our finance and legal teams in 2021, including prudent use of our opportunistic “at-the-market” equity sale program, private exchange agreements, and open market repurchases of our debt. Strengthening our balance sheet has been, and will continue to be, a multi-year process, and we will continue to pursue balance sheet-enhancing transactions.

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WE ARE PROUD OF THE MANY ACCOMPLISHMENTS WE ACHIEVED IN 2021 AND THE RESILIENCY, DEDICATION AND TEAMWORK DISPLAYED BY OUR EMPLOYEES ACROSS THE GLOBE – PARTICULARLY OUR OFFSHORE CREWS WHO HAVE WEATHERED SIGNIFICANT CHALLENGES THESE LAST TWO YEARS, ENDURING EXTENDED TRAVEL AND TIME AWAY FROM THEIR LOVED ONES TO SUPPORT CONTINUOUS OPERATIONS. FOR THIS, WE ARE TRULY GRATEFUL.

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On behalf of the entire Transocean team, we’d like to thank all of our shareholders for your confidence and support. We look forward to continuing to provide solutions for the world’s growing energy needs.

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March 28, 2022

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Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the 2022 Annual General Meeting and the proxy statement, which is available at: www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the dropdown menu of the Investors section.

At the 2022 Annual General Meeting, we will ask you to vote on the following items:

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It is important that your shares be represented and voted at the meeting. If you are a shareholder registered in our share register, you may submit voting instructions electronically over the internet, by telephone or, if you request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed with those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee for submitting voting instructions, including whether you may submit voting instructions by mail, telephone or over the internet.

Under rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders as of the close of business on March 25, 2022. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the internet, by telephone or via mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the proxy statement.

A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business on April 25, 2022, and who were not registered as of March 25, 2022. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed or sent, as appropriate, to shareholders on or about March 29, 2022.

A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued registered shares and trades on the New York Stock Exchange; however, unlike some Swiss incorporated companies, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date.

Due to the extraordinary situation in connection with the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in the usual format. In accordance with the Swiss Federal Council Ordinance 3 of June 19, 2020, on Measures to Combat the Coronavirus, as amended (the “COVID-19 Ordinance 3”), shareholders will not be permitted to attend the meeting in person. Shareholders and beneficial owners of our shares must therefore exercise their voting rights only by giving voting instructions to the independent proxy or its substitute by internet, telephone or mail, as described above, or by giving the independent proxy or its substitute proxy card voting instruction, as further described in this proxy statement. We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2022 Annual General Meeting, consistent with our long-standing practice.

Thank you in advance for your vote.

March 28, 2022

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Shareholders registered in our share register on the record date have the right to vote their shares at the 2022 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

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COMPANY OVERVIEW AND 2021 STRATEGY AND PERFORMANCE

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services, and we operate the largest high-specification floating offshore drilling fleet in the world.

Transocean’s fleet of 37 mobile offshore drilling units consists of 27 ultra-deepwater floaters and 10 harsh environment floaters. In addition, Transocean is constructing two Eighth Generation ultra-deepwater drillships. The below graphic shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 14, 2022.

With the offshore industry’s largest high-specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into solid returns for our shareholders.

We are proud of our employees’ resolve throughout 2021. As a result of the constraints and challenges imposed on our business by the global pandemic during the past two years, we have innovated, adapted and delivered meaningful change across our organization.

In 2021, we delivered exceptional operational performance. Importantly, we delivered a total recordable incident rate of 0.26 in 2021, one of the lowest in our company’s history. We also delivered a record-setting uptime of more than 97% across our global fleet, beating our previous company-best uptime record set in 2020. We

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delivered this result with a fleet of floaters that are focused exclusively on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions.

We believe demand for hydrocarbons will continue to increase as the global economy continues to recover from the pandemic and we reach an inflection point in the supply-demand balance due to structural underinvestment and a growing global population.

NOMINEES TO THE BOARD OF DIRECTORS

As the market leader in offshore drilling, Transocean has attracted the most qualified Board and leadership team in the industry. The current terms of all of our directors will expire at the 2022 Annual General Meeting.

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Since the beginning of 2018, we have added three new members to our Board of Directors, each of whom contributes to the diversity of experience and background of our Board of Directors. Our two newest members are Margareth Øvrum – previously an Executive Vice President of Equinor ASA – who joined our Board of Directors in 2021, and Diane de Saint Victor – previously the General Counsel and Company Secretary of ABB Ltd. – who joined our Board of Directors in 2020. Each of our director nominees has a proven record of success and high integrity, and is committed to advancing our stakeholders’ interests and enhancing the Company’s sustainability goals and objectives. The diversity of our non-executive directors is reflected below.

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During 2021, each of our current directors attended 100% of the Board of Directors’ meetings and committee meetings on which he or she served during his or her elected term.

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Additional information regarding the director nominees for election is provided below and under Agenda Item 5.

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GOVERNANCE HIGHLIGHTS

Our Board believes that strong corporate governance practices promote long-term shareholder interests and strengthen Board and management accountability. The Board continues to monitor evolving governance standards and enhance our governance practices to serve Transocean shareholders. Key features of the Company’s corporate governance program include:

■   Independent Board Chair

■   Highly independent Board

■   Independent Committees

■   Annual director elections

■   One share, one vote – no dual-class stock

■   Shareholder right to call special meetings

■   Shareholder proxy access

■   Annual performance evaluations of the Board, the Committees and individual directors

■   Retirement age and term limits

■   No poison pill

■   No hedging or pledging company stock by directors or executives

■   No blank check preferred stock

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

As part of our ongoing shareholder engagement program, our Board of Directors and Management team are committed to meeting with our shareholders and incorporating their feedback into our decision-making processes. During 2021, despite COVID’s continued impact, we were able to participate in 12 virtual conferences, which allowed us to engage in and maintain a dialogue with our shareholders on a range of key business and strategic topics with a frequency that is generally consistent with pre-COVID-19 levels. Participants in many of these engagements included our Chief Executive Officer, our Independent Chair of the Board, and/or members of executive management. We also continued our long-standing, proactive engagement program by reaching out to shareholders representing approximately 20% of our outstanding shares to discuss recent developments and to solicit investor feedback on our corporate governance and sustainability practices. All feedback received during our engagements is shared directly with the Board and has helped inform disclosures and policies on governance, compensation, sustainability and information security.

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includes features that align the interests of our senior management with those of our shareholders and does not include features that may result in misalignment.

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SUSTAINABILITY HIGHLIGHTS

It is undeniable that the world’s energy needs are growing in both economically developed and developing countries. To meet these needs, it is imperative that we cultivate a variety of energy sources, both traditional and emerging alike. At Transocean, we are committed to executing our business responsibly, mitigating risks and creating value for our stakeholders. This means minimizing our impact to the environment, stewarding resources conscientiously, cultivating an inclusive workplace, treating our workforce and surrounding community with respect and care, and innovating purposefully. Highlights of our sustainability actions over the past year include:

■  We engaged internal and external stakeholders to update our materiality assessment to ensure that we are focused on topics of greatest importance to our business and stakeholders.

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■   We set an ambitious target to reduce the emissions intensity of our operations by 40% by 2030 and created a roadmap to operationalize sustainability in alignment with our long-term business plan, and updated our other sustainability goals to reflect the feedback in our materiality assessment.

■   We began reporting, in our 2020 Sustainability Report, in alignment with the Sustainability Accounting Standards Board (“SASB”) framework and committed to reporting in alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) in our 2022 report.

■   We incorporated sustainability metrics, weighted at 20% into our 2021 annual bonus plan with three metrics tied to key strategic and business objectives – personal safety, process safety and development of our 2030 Sustainability Goals.

■   We enhanced our control of work tools across our active fleet to improve the safety and efficiency of critical equipment maintenance activities.

■   We formalized a taskforce focused on operationalizing energy efficiency initiatives offshore where the majority of our emissions are generated.

■   We updated our Code of Integrity, which sets forth the baseline legal and ethical expectations that we have for everyone working on behalf of our company, including Board members, employees, contractors, suppliers, vendors and joint venture partners.

■   We launched a new offshore development program aimed at training women and underrepresented populations for technical leadership positions and are proud to have appointed our first female Offshore Installation Manager.

■   We maintained strong COVID-19 safety protocols at all company facilities globally, onshore and offshore, to protect our workforce and minimize disruptions to our operations.

SWISS MINDER ORDINANCE

Under the Swiss Ordinance Against Excessive Compensation At Public Companies (the “Minder Ordinance”) and our Articles of Association, the authority to elect the Chair of the Board of Directors and the members of the Compensation Committee is vested in the general meeting of shareholders. The Board of Directors recommends that you elect Chadwick C. Deaton as Chair of the Board of Directors (Agenda Item 6) and Glyn A. Barker, Vanessa C.L. Chang and Samuel J. Merksamer as members of the Compensation Committee (Agenda Item 7) to serve until completion of the 2023 Annual General Meeting of the shareholders (the “2023 Annual General Meeting”). Note that under the Minder Ordinance and our Articles of Association, if any of these individuals were to resign or there were vacancies in the office of the Chair or the Compensation Committee for other reasons, the Board of Directors would have the authority to replace him or her with another member of the Board of Directors for a term expiring at the next annual general meeting.

Pursuant to the Minder Ordinance, the Company is not permitted to appoint a corporate representative to act as the proxy for purposes of voting at the 2022 Annual General Meeting. Swiss companies may only appoint an independent proxy for these purposes. At the 2021 Annual General Meeting, shareholders elected Schweiger Advokatur / Notariat to serve as our independent proxy for a term extending until the completion of the 2022 Annual General Meeting. Agenda Item 8 asks that you again elect this firm to act as the independent proxy for the 2023 Annual General Meeting and any extraordinary general meeting of shareholders of the Company that may be held prior to the 2023 Annual General Meeting.

The Minder Ordinance and our Articles of Association also require that shareholders ratify the maximum aggregate amount of compensation of the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting (Agenda Item 11A) and the maximum aggregate amount of compensation of the Executive Management Team for fiscal year 2023 (Agenda Item 11B). The shareholder vote is binding.

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INVITATION TO 2022 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

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ORGANIZATIONAL MATTERS

A copy of the Notice is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 25, 2022. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 25, 2022, will receive after that date a copy of the proxy materials, including a proxy card. Shareholders not registered in Transocean Ltd.’s share register as of April 25, 2022, will not be entitled to vote or grant proxies to vote at the 2022 Annual General Meeting. While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 25, 2022, and the opening of business on the day following the 2022 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

Shareholders registered in Transocean Ltd.’s share register as of April 25, 2022, have the right to vote their shares at the 2022 Annual General Meeting, or may grant a proxy to vote on each of the proposals in this invitation and any modification to any agenda item or proposal identified in this invitation or other matter on

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which voting is permissible under Swiss law and which is properly presented at the 2022 Annual General Meeting for consideration. Such shareholders may designate proxies to vote their shares electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials at the 2022 Annual General Meeting.

We urge you to submit your voting instructions electronically over the internet, by telephone or return the proxy card as soon as possible. All electronic voting instructions or proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 11, 2022 (5:59 a.m. Swiss time on Thursday, May 12, 2022) unless extended by the Company.

If you have timely submitted electronic voting instructions, telephone instructions or a properly executed proxy card, your shares will be voted by the independent proxy in accordance with your instructions. Holders of shares who have timely submitted their proxy, but have not specifically indicated how to vote their shares, will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting. If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2022 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters proposed to come before the 2022 Annual General Meeting.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

Shareholders may grant proxies to any third party. Such third party need not be a shareholder.

Information concerning the 2022 Annual General Meeting can be obtained by contacting:

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Copies of these materials may be obtained without charge by contacting:

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Steinhausen, Switzerland

March 28, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

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INFORMATION ABOUT THE MEETING AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of the Board of Directors, to be voted at our 2022 Annual General Meeting to be held on May 12, 2022, at 6:30 p.m., Swiss time, at the Parkhotel Zug, Industriestrasse 14, 6304 Zug, Switzerland. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed to shareholders on or about March 29, 2022.

RECORD DATE

Only shareholders of record on April 25, 2022, are entitled to notice of and to grant proxies to vote at, the 2022 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with voting rights between the close of business on April 25, 2022, and the opening of business on the day following the 2022 Annual General Meeting.

While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 25, 2022, and the opening of business on the day following the 2022 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

QUORUM

Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a majority of all the shares entitled to vote at the time the meeting proceeds to business constitutes a quorum for purposes of convening the 2022 Annual General Meeting and voting on all of the matters described in the notice of meeting. Abstentions and “broker non-votes” will be counted as present for purposes of determining whether the relevant quorums at the meeting are satisfied, so long as the broker has discretion to vote the shares on at least one matter before the 2022 Annual General Meeting.

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VOTES REQUIRED

The following table sets forth the applicable vote standard required to pass each enumerated agenda item:

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(1)    Affirmative vote of a simple majority of the votes cast at the 2022 Annual General Meeting on the applicable agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(2)    Affirmative vote of a simple majority of the votes cast at the 2022 Annual General Meeting on the applicable agenda item. Shares held by members of the Board of Directors and members of the Company’s Executive Management Team are not entitled to vote on this matter and are not counted for this agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(3)    The affirmative vote of at least two-thirds of the shares represented at the 2022 Annual General Meeting and entitled to vote on that agenda item. An abstention, blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.

(4)    Affirmative vote of a plurality of the votes cast at the 2022 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a position as a director, or the Chair or a position on the Compensation Committee, as applicable, is elected to that position. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a nominee. Abstentions, broker non-votes, blank or invalid ballots are not counted for such purposes and shall have no impact on the election of such nominees. As described later in this proxy statement, our Corporate Governance Guidelines set forth our procedures if a nominee for director is elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.

(5)    Even if a nominee receives a plurality of votes that nominee may not ultimately serve as a director if the nominee does not receive more votes cast “FOR” than “AGAINST” the nominee’s election, and the Company’s Board of Directors accepts the resignation of the nominee pursuant to the Company’s majority vote policy, as described later in this proxy statement.

(6)    The proposal is an advisory vote; as such, the vote is not binding on the Company.

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OUTSTANDING SHARES

As of March 25, 2022, there were 681,055,270 Transocean Ltd. shares deemed to be outstanding, which exclude 73,188,802 shares held by our subsidiary as of such date and any shares issued into treasury after such date. Only registered holders of our shares on April 25, 2022, the record date established for the 2022 Annual General Meeting, are entitled to notice of and to vote at the meeting. Holders of shares on the record date are entitled to one vote for each share held.

VOTING PROCEDURES

A copy of the Notice of Internet Availability of Proxy Materials is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 25, 2022. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 25, 2022, but who were not registered in the share register as of March 25, 2022, will receive a copy of the proxy materials, including a proxy card, after April 25, 2022. Shareholders not registered in Transocean Ltd.’s share register as of April 25, 2022, will not be entitled to vote or grant proxies to vote at the 2022 Annual General Meeting.

If you are registered as a shareholder in Transocean Ltd.’s share register as of April 25, 2022, or if you hold shares of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration in one of the following ways:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee for voting your shares, including whether you may submit voting instructions by mail, telephone or over the internet.

Many of our shareholders hold their shares in more than one account and may receive more than one Notice. To ensure that all of your shares are represented at the 2022 Annual General Meeting, please submit your voting instructions for each account.

Under NYSE rules, brokers who hold shares in street name for customers, such that the shares are registered on the books of the Company as being held by the brokers, have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine or contested matters are referred to as “broker non-votes.” The following matters are non-routine matters under NYSE rules:

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If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items set forth above and may not be able to vote your shares on other matters at the 2022 Annual General Meeting unless the broker receives appropriate instructions from you. We recommend that you contact your broker to exercise your right to vote your shares.

If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely submitted their proxy but have not specifically indicated how to vote their shares will be deemed to have

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instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2022 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters to come before the 2022 Annual General Meeting.

You may revoke your proxy card at any time prior to its exercise by taking one of the following actions:

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■   submitting a properly completed and executed proxy card with a later date and timely delivering it either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated below; or

■   giving written notice of the revocation prior to the meeting to:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

As a precaution in connection with the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in the usual format. In accordance with the Swiss Federal Council Ordinance 3 of June 19, 2020, on Measures to Combat the Coronavirus, as amended (the “COVID-19 Ordinance 3”), shareholders will not be permitted to attend the meeting in person. Shareholders and beneficial owners of our shares must therefore exercise their voting rights only by giving voting instructions to the independent proxy or its substitute by internet, telephone, or mail, as described above, or by giving the independent proxy or its substitute proxy card voting instruction, as further described in this proxy statement. We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2022 Annual General Meeting, consistent with our long-standing practice prior to the COVID-19 pandemic.

References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise.

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AGENDA ITEM 4

Renewal of Shares Authorized For Issuance

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

The Board of Directors believes it is advisable for our shareholders to renew the authorization for the Board of Directors to issue up to 150,848,756 shares using the Company’s authorized share capital, always within the limits of NYSE rules, our Articles of Association and the Swiss Code. Approving this proposal would allow the Board of Directors to maintain flexibility to execute transactions and, if appropriate conditions exist, access capital markets by issuing shares in a timely and efficient manner, rather than being subject to the delays and costs associated with calling special shareholder meetings, which could impair the Company’s ability to execute transactions designed to maximize shareholder value during favorable market conditions.

The Swiss Code provides that shareholders may, by amendment to the Articles of Association, authorize the Board of Directors to increase the number of shares issuable using authorized share capital by a maximum amount of 50% of the share capital in issue at the time of the increase for a period of up to two years from the date of the shareholder authorization.

Although the Company is subject to U.S. domestic reporting requirements of the Exchange Act, and our shares are listed on the NYSE and held predominantly by U.S. investors, we are incorporated in Switzerland and therefore subject to the Swiss Code and related laws. Unlike companies incorporated in U.S. or other jurisdictions for whom authorizations to issue new capital with or without a specific purpose is generally not limited by law and does not generally expire, the ability of Swiss-domiciled companies to issue shares using authorized share capital is limited to a maximum of 50% of the total issued share capital existing when approval is obtained from shareholders, and the authorization expires every two years under Swiss law. We have therefore traditionally sought shareholder approval at regular intervals for additional authority to issue shares without a specific purpose, using authorized share capital.

At our 2021 Annual General Meeting, our shareholders authorized us to issue up to 205,702,850 shares using the Company’s authorized share capital for a two year period following the 2021 Annual General Meeting. Consistent with our practice of seeking shareholder approval at regular intervals for authority to issue shares, the proposed amendments to our Articles of Association would replace the authorization to issue shares using authorized share capital that was approved by shareholders at our 2021 Annual General Meeting.

As of March 25, 2022, the issued share capital of the Company consisted of 754,244,072 shares.

The current proposal would permit us to issue up to 150,848,756 additional shares using authorized share capital, or approximately 20% of the Company’s issued share capital until May 12, 2024. All shares under the

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proposed authorization would be issuable without preemptive rights as provided in our Articles of Association in accordance with the Swiss Code.

We currently do not have plans to issue shares pursuant to the proposed authorization, though we maintain an at-the-market equity offering program (the “ATM Program”) pursuant to which we may issue new shares into the market from time to time. While future issuances could have the effect of diluting existing shareholders’ ownership and voting interests in the Company, we have demonstrated during the recent market downturn our commitment to prudently manage our use of, and access to, capital, including our share capital, as we seek to maximize shareholder value. As part of this commitment, we have issued shares opportunistically from time to time using our currently-existing authorized share capital in connection with our ATM Program. For the year ended December 31, 2021, we sold an aggregate of 36.1 million shares under our ATM Program and received aggregate cash proceeds of approximately $158 million, net of issue costs.

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If this Agenda Item is approved, we would seek additional shareholder approval for certain share issuances pursuant to this authorization to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required, with certain enumerated exceptions, to issue shares or securities convertible into or exercisable for shares in one or a series of related transactions if such shares equal or will equal 20% or more of the voting power or outstanding shares of the Company at or upon issuance.

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NYSE rules also require shareholder approval for an issuance of shares that would result in a change of control of the Company, as well as for share issuances in connection with certain benefit plans or certain related party transactions. Under the Swiss Code and subject to the conditions provided in our Articles of Association, the Board of Directors would be authorized to limit or withdraw the preemptive rights of the existing shareholders in connection with the issuance of shares using authorized share capital.

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The proposed authorization to issue shares would expire on May 12, 2024.

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Director Nomination Process

The Board of Directors has designated the Corporate Governance Committee as the committee authorized to consider and recommend nominees for the Board of Directors. The Board of Directors believes that all members of the Corporate Governance Committee meet the applicable NYSE independence requirements.

Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically assess the needs of the Company and the Board of Directors, so as to recommend candidates who will advance our goals. In making that assessment, the Corporate Governance Committee has determined that a recommended nominee must have the following minimum qualifications:

■   High professional and personal ethics and values

■   A record of professional accomplishment in his/her chosen field

■   Relevant expertise and experience

■   A reputation, both personal and professional, consistent with our FIRST Shared Values

In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of independent directors and, accordingly, the Corporate Governance Committee evaluates the independence status of any potential director. The Corporate Governance Committee evaluates whether or not a candidate contributes to the Board of Directors’ overall diversity, the candidate’s contribution to the Board’s existing chemistry and collaborative culture, and whether or not the candidate can contribute positively to the Board’s diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters. The Corporate Governance Committee also considers whether or not the candidate may have professional or personal experiences and expertise relevant to our business (such as expertise in the industry and in critical health, safety, environmental and sustainability matters) and the Company’s position as the leading international provider of offshore drilling services.

As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines, the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. The Board of Directors will also request a statement from any person nominated as a director by anyone other than the Board of Directors as to whether that person will also submit an irrevocable letter of resignation upon the same terms as a person nominated by the Board of Directors. For

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purposes of our Corporate Governance Guidelines, an uncontested election occurs in an election of directors that does not constitute a contested election, and a contested election occurs when (i) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.

The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First, the Corporate Governance Committee considers and evaluates annually whether each director nominee is qualified to be nominated for reelection to the Board of Directors. Second, the Corporate Governance Committee requests from time to time that its members and the other Board members identify possible candidates for any vacancies or potential vacancies. Third, the Corporate Governance Committee has the authority to retain one or more executive search firms to aid in its search for potential Board of Directors candidates, interview those candidates and conduct investigations relative to their background and qualifications.

The Corporate Governance Committee considers nominees for director who are recommended by our shareholders. Recommendations may be submitted in writing, along with:

■   The name of and contact information for the candidate;

■   A statement detailing the candidate’s qualifications and business and educational experience;

■   Information regarding the qualifications and qualities described under “Director Nomination Process” above;

■   A signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director;

■   A signed irrevocable letter of resignation from the proposed candidate that, in accordance with our Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election, such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her election and (2) the Board of Directors accepts the resignation;

■   A statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate Governance Committee;

■   A statement detailing any relationship between the candidate and any customer, supplier or competitor of ours;

■   Financial and accounting experience of the candidate, to enable the Corporate Governance Committee to determine whether the candidate would be suitable for Audit Committee membership; and

■   Detailed information about any relationship or understanding between the proposing shareholder and the candidate.

Shareholders may submit nominations to:

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Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the Corporate Governance Committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the

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Corporate Governance Committee’s discretion. The Corporate Governance Committee evaluates the desirability for incumbent directors to continue on the Board of Directors following the expiration of their respective terms, taking into account their contributions as Board members and the benefit that results from the increasing insight and experience developed over a period of time. Although the Corporate Governance Committee will consider candidates for director recommended by shareholders, it may determine not to recommend that the Board of Directors, and the Board of Directors may determine not to, nominate those candidates for election to the Board of Directors.

In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may, in compliance with applicable requirements, nominate directors for election at annual general meetings of the shareholders. For more information on this topic, see “Other Matters.”

In connection with the Board of Directors’ periodic review of the skills, experience and diversity of its members, the Board also assesses the appropriateness of its size to determine whether any changes are necessary. The Board of Directors has determined that, should each of the director nominees be elected, the Company will have an appropriate combination of leadership, experience and oversight at this time.

The Board of Directors considers diversity as a key factor in the director nominee selection process. The Board of Directors takes an expansive view of the diversity of its members, with the goal of having directors who bring diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters and who reflect the global diversity of our workforce, our customers and the cultures in which we operate. We are a multinational company and, as of March 25, 2022, have seven different nationalities represented in our director and executive officer group, and 57 in our global workforce. We have a presence in 21 countries worldwide.

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Board Leadership

The Board of Directors has chosen not to combine the positions of Chief Executive Officer and Chair of the Board. The Board believes that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while our Chair of the Board presides over the Board as the Board provides advice to, and independent oversight of, management and the Company’s operations. The Board recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his position and the additional commitment the position of Chair of the Board of Directors requires. The Board of Directors believes that having separate positions and having an independent outside director serve as Chair of the Board of Directors is the appropriate leadership structure for us at this time.

Executive Sessions

Our independent directors met in executive session without management at each of the regularly scheduled Board of Directors’ meetings held in 2021. During 2022, the independent directors are again scheduled to meet in executive session at each regularly scheduled Board of Directors’ meeting. The independent directors generally designate the Chair of the Board of Directors to act as the presiding director for executive sessions.

Director Attendance at Annual General Meeting

In light of regulations on preventive measures to combat COVID-19 and related travel restrictions, it is possible that not all of our directors will physically attend the 2022 Annual General Meeting. At the 2021 Annual General Meeting, none of our directors were in physical attendance due to COVID-19-related considerations.

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VOTING REQUIREMENT TO ELECT NOMINEES

The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2022 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be elected.

We have adopted a majority vote policy in the election of directors as part of our Corporate Governance Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. If a nominee who has submitted such a letter of resignation does not receive more votes cast for than against the nominee’s election, the Corporate Governance Committee must promptly review the letter of resignation and recommend to the Board of Directors whether to accept the tendered resignation or reject it. The Board of Directors must then act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept the nominee’s resignation letter in a Form 8-K filed with or furnished to the SEC or other broadly disseminated means of communication. Full details of this policy are set out in our Corporate Governance Guidelines, which are available on our website at: www.deepwater.com by selecting the Governance page in the Investors section dropdown.

The Board of Directors has received from each nominee for election as a director at the 2022 Annual General Meeting listed below an executed irrevocable letter of resignation consistent with these guidelines described above.

The information regarding the nominees presented below is as of March 25, 2022.

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NOMINEES FOR DIRECTOR

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