UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 2, 2017
Commission File Number 001-35345
PACIFIC DRILLING S.A.
8-10, Avenue de la Gare
L-1610 Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 23, 2017, Pacific Drilling S.A. (the "Company") held an Extraordinary General Meeting, at which the following resolutions were adopted:
| 1. | | Approval of the stand alone audited and unconsolidated annual accounts of the Company for the financial period from 1 January 2016 to 31 December 2016 prepared in accordance with Luxembourg Generally Accepted Accounting Principles and the laws and regulations of the Grand-Duchy of Luxembourg (the Annual Accounts); |
| 2. | | Approval of the consolidated financial statements of the Company for the financial period from 1 January 2016 to 31 December 2016 prepared in accordance with United States Generally Accepted Accounting Principles (the Consolidated Financial Statements); |
| 3. | | Allocation of the net result shown in the Annual Accounts for the financial period from 1 January 2016 to 31 December 2016; |
| 4. | | Discharge to the directors of the Company in relation to the financial period from 1 January 2016 to 31 December 2016; |
| 5. | | Re-appointment of the following members of the Board for a term ending at the annual general meeting of the Company to be held in 2018: Jeremy Asher, Christian J. Beckett, Antoine Bonnier, Laurence N. Charney, Cyril Ducau, N. Scott Fine, Sami Iskander, Ron Moskovitz, Matthew Samuels, Robert A. Schwed, and Paul Wolff; |
| 6. | | Approval of compensation of the members of the Board; and |
| 7. | | Re-appointment of KPMG Luxembourg, Réviseur d’entreprises agréé, as independent auditor of the Company until the annual general meeting of the shareholders of the Company to be held in 2018. |
On June 2, 2017, the Board accepted the resignation of Mr. Ron Moskovitz as Chairman and a member of the Board with immediate effect. The Board has appointed Mr. Cyril Ducau to serve as Chairman of the Board and Mr. N. Scott Fine to serve in the newly created position of Vice Chairman of the Board. The Board has determined not to fill the vacancy left by Mr. Moskovitz’s departure at this time. The Company’s Management and Board appreciate Mr. Moskovitz’s service and wish him well in his next endeavors.
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, thereunto duly authorized.
| | | | Pacific Drilling S.A. |
| | | | (Registrant) |
| | | | |
Dated: | June 2, 2017 | | | By | | /s/ Lisa Manget Buchanan |
| | | | | | Lisa Manget Buchanan |
| | | | | | SVP, General Counsel & Secretary |
