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): June 2, 2020
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | | 001-32657 | | 98-0363970 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda | | N/A |
| (Address of principal executive offices) | | (Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of exchange on which
registered |
| Common shares | | NBR | | NYSE |
| Preferred shares – Series A | | NBR.PRA | | NYSE |
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 ¨
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 1.01 | Entry into a Material Definitive Agreement. |
On May 27, 2020, Nabors Industries Ltd. (the “Company”) entered into an amendment (the “Amendment”) to that certain Rights Agreement, dated as of May 5, 2020, (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent, which Rights Agreement granted one preferred share purchase right (a “Right”) for each issued and outstanding common share of the Company, par value US$0.05 per share (the “Common Shares”). The Rights Agreement provides that a person or group of affiliated or associated persons becomes an “Acquiring Person” (as defined in the Rights Agreement) upon acquiring beneficial ownership of 4.9% or more of the issued and outstanding Common Shares, with certain exceptions for, among other things, employee benefit plans of the Company or of any Subsidiary and holders with beneficial ownership in excess of such percentage as of the time of the first public announcement of the declaration of the grant of Rights. The Amendment amended the definition of “Acquiring Person” to permit Hushang Ansary, together with his affiliates and associates, to beneficially own up to 10% of the outstanding Common Shares without becoming an “Acquiring Person”.
A copy of the Rights Agreement and Amendment is available free of charge from the Company. This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as an exhibit hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual general meeting of shareholders (the “Annual Meeting”) of the Company was held on June 2, 2020. Holders of 363,368,239 shares, representing 86.62% of our outstanding shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.
As explained in our proxy statement relating to the Annual Meeting:
· In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast. However, the Company has adopted a policy requiring that, in the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his or her election, he or she must promptly tender his or her contingent resignation from the Board of Directors (the “Board”), which the Board will accept unless it determines that it would not be in the Company’s best interests to do so.
· �� Approval of the other matters considered at the Annual Meeting required the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting, with abstentions having the effect of votes against a proposal and broker nonvotes being disregarded in the calculation.
The matters voted upon at the Annual Meeting were:
| | | Shares For | | | Shares Withheld | | | Nonvotes | | | Result | |
| Tanya S. Beder | | | 208,336,179 | | | | 89,116,881 | | | | 65,915,179 | | | | Elected | |
| Anthony R. Chase | | | 267,646,023 | | | | 29,807,037 | | | | 65,915,179 | | | | Elected | |
| James R. Crane | | | 212,887,237 | | | | 84,565,823 | | | | 65,915,179 | | | | Elected | |
| John P. Kotts | | | 166,088,422 | | | | 131,364,638 | | | | 65,915,179 | | | | Elected | |
| Michael C. Linn | | | 161,967,928 | | | | 135,485,132 | | | | 65,915,179 | | | | Elected | |
| Anthony G. Petrello | | | 264,407,764 | | | | 33,045,296 | | | | 65,915,179 | | | | Elected | |
| John Yearwood | | | 213,545,748 | | | | 83,907,312 | | | | 65,915,179 | | | | Elected | |
*All directors were elected by a majority of shares voted.
| B. | Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Independent Auditor’s Remuneration |
| For | | | 355,781,230 | |
| Against | | | 7,060,222 | |
| Abstain | | | 526,787 | |
RESULT: Approved (97.91% For)
| C. | Advisory Vote on Compensation of Named Executive Officers |
| For | | | 103,842,247 | |
| Against | | | 192,040,079 | |
| Abstain | | | 1,570,734 | |
| Nonvotes | | | 65,915,179 | |
RESULT: Not Approved (34.91% For)
| D. | Approval of the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan |
| For | | | 288,424,494 | |
| Against | | | 8,141,121 | |
| Abstain | | | 887,445 | |
| Nonvotes | | | 65,915,179 | |
RESULT: Approved (96.96% For)
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
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.
| | Nabors Industries Ltd. |
| | |
| | |
| Date: June 2, 2020 | By: | /s/Mark D. Andrews |
| | | Name: Mark D. Andrews |
| | | Title: Corporate Secretary |
