Current Report Filing (8-k)
January 30 2018 - 5:02PM
Edgar (US Regulatory)
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 25, 2018
Rowan
Companies plc
(Exact name of registrant as specified in
its charter)
England and Wales
(State or Other Jurisdiction of
Incorporation or Organization)
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1-5491
(Commission File Number)
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98-1023315
(I.R.S. Employer
Identification Number)
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2800 Post Oak Boulevard
Suite 5450
Houston, Texas
(Address of Principal Executive Offices)
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77056-6189
(Zip Code)
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Registrant’s telephone number, including
area code:
(713) 621-7800
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company 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
o
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.
o
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Letter Agreement to Retention Award
Agreements
On January 25, 2018, the board of directors
(the “
Board
”) of Rowan Companies plc (the “
Company
”) approved, and authorized
management to execute, a form of letter agreement (the “
Letter Agreement
”) with respect to the retention
awards of restricted share units of the Company (“
RSUs
”) and options to purchase shares of the Company
(the “
Options
” and, together with the RSUs, the “
Retention Awards
) previously granted
to Dr. Burke and Mr. Butz (the “
Executives
” and, individually, an “
Executive
”)
on February 22, 2017 (the “
Retention Award Agreements
”) under the Company’s Amended and Restated
2013 Rowan Companies plc Incentive Plan. The Letter Agreement clarifies the terms of the Retention Award Agreements to cause the
Retention Awards granted thereunder to vest pro-rata upon the termination of employment of the Executive by the Company without
“Cause” (as defined below) or upon the Executive’s termination of employment with the Company for “Good
Reason” (as defined below).
The Letter Agreement defines “Cause”
as (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company
(other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual
or anticipated failure after the Executive has given notice to the Company of an event or circumstance constituting Good Reason
as described below unless the Company has cured such event or circumstance) after a written demand for substantial performance
is delivered to the Executive by the Board, which demand specifically identifies the manner in which the board believes that the
Executive has not substantially performed the Executive’s duties, (ii) the willful engaging by the Executive in conduct which
is demonstrably and materially injurious to the Company or its subsidiaries, (iii) the material breach of Company policy by the
Executive, specifically including the Company’s code of conduct, or (iv) the Executive has been convicted of or pled nolo
contendere to a misdemeanor involving moral turpitude or a felony.
The Letter Agreement defines “Good
Reason” as the occurrence (without the Executive’s express written consent) of any one of the following acts by the
Company, or failures by the Company to act, unless, in the case of any act or failure to act described in (I) below, such act or
failure to act is corrected prior to the end of the Company’s cure period specified below: (I) the assignment to the Executive
of any duties materially inconsistent with the Executive’s status as a senior executive officer of the Company or a materially
adverse alteration in the nature or status of the Executive’s responsibilities; or (II) a material reduction by the Company
in the Executive’s annual target compensation, inclusive of target bonuses and the target-level face value of equity awards,
as in effect on the date hereof or as the same may be increased from time to time, except for across-the-board reductions similarly
affecting all senior executives of the Company.
The description of the Letter Agreement
contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the
full text of the Letter Agreement, a copy of which was filed as Exhibit 10.1 herewith and is incorporated by reference herein
Item 9.01 Financial Statements and Exhibits.
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.
Dated: January 30, 2018
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Rowan Companies plc
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By:
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/s/ Mark F. Mai
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Mark F. Mai
Executive Vice President, General Counsel and Company Secretary
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Exhibit List
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