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): May 9, 2024
Diamond Offshore Drilling, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-13926 | 76-0321760 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
777 N. Eldridge Parkway, Suite 1100
Houston, Texas 77079
(Address of principal executive offices, including Zip Code)
(281) 492-5300
(Registrant’s telephone number, including area code)
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 Exchange Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | DO | New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Stockholders
On May 9, 2024, Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) at 757 N. Eldridge Parkway, Houston, Texas 77079. Of the 102,466,864 shares of common stock outstanding and entitled to vote as of the record date, 81,560,342 shares, or approximately 80%, were present in person or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders approved all of the nominees and proposals, specifically (1) the election of each of Benjamin C. Duster, IV and Bernie Wolford, Jr. as directors to hold office until the Company’s annual meeting of stockholders in 2025 and until his respective successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal; (2) the compensation of the Company’s executive officers; and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2024.
The final results of the voting on the matters submitted to the stockholders were as follows:
Votes Cast For | Votes Cast Against | |||||||||||||||||||||||||
Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes | |||||||||||||||||||||
1. | Election of Class II Directors | |||||||||||||||||||||||||
Benjamin C. Duster, IV | 56,598,412 | 82.19 | % | 12,263,207 | 17.81 | % | 110,673 | 12,588,050 | ||||||||||||||||||
Bernie Wolford, Jr. | 68,333,255 | 99.23 | % | 529,973 | 0.77 | % | 109,064 | 12,588,050 | ||||||||||||||||||
2. | Advisory Approval of Executive Compensation | 68,198,341 | 99.13 | % | 601,303 | 0.87 | % | 172,648 | 12,588,050 | |||||||||||||||||
3. | Ratification of Deloitte & Touche LLP as Independent Auditors for 2024 | 78,344,788 | 96.23 | % | 3,065,442 | 3.77 | % | 150,112 | — |
The Board is currently comprised of seven members, and the terms of the following incumbent directors continued after the Meeting:
Patrice Douglas
Neal P. Goldman
John H. Hollowell
Patrick Carey Lowe
Adam C. Peakes
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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.
Date: May 9, 2024 | DIAMOND OFFSHORE DRILLING, INC. | |||||
By: | /s/ David L. Roland | |||||
David L. Roland | ||||||
Senior Vice President, General Counsel and Secretary |
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