Additional Proxy Soliciting Materials (definitive) (defa14a)

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


Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2))


☐	Definitive Proxy Statement


☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a‑12


	Transocean Ltd.
	(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Additional Information Concerning the 2020 Annual General Meeting of Shareholders of Transocean Ltd. to be held on May 7, 2020.

Regarding Agenda Item 12 for our Annual General Meeting (“AGM”) of Shareholders to be held on May 7, 2020, the Board of Directors of Transocean Ltd. has agreed to further amend the Transocean Ltd. 2015 Long-Term Incentive Plan (as amended, the “LTIP”) and will formally approve such amendment at its quarterly meeting on May 8, 2020, to (1) prohibit the payment of dividends on unvested restricted shares and (2) remove broad Compensation Committee discretion to treat a “Change of Control” as a specific vesting event. The amended and restated LTIP will be attached to a Current Report on Form 8-K to be filed by the Company promptly after the AGM.