Current Report Filing (8-k)
May 21 2015 - 4:07PM
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): May 19, 2015
Diamond Offshore Drilling, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-13926 |
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76-0321760 |
| (State or other jurisdiction
of incorporation) |
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(Commission
file number) |
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(I.R.S. Employer
Identification No.) |
15415 Katy Freeway
Houston, Texas 77094
(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)) |
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
Results of Annual Meeting of Stockholders
On May 19, 2015, Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (the
“Meeting”) in New York, New York. Of the 137,158,706 shares of common stock outstanding and entitled to vote as of the record date, 123,397,604 shares, or approximately 90.0%, 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 all of the nominees as directors to hold office until the 2016 Annual Meeting of Stockholders and until
their respective successors are elected and qualified or until their earlier resignation or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2015 and
(3) executive compensation.
The final results of the voting on the matters submitted to the stockholders were as follows:
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Votes Cast For |
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Votes Cast Against |
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Number |
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% of
Votes
Cast |
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Number |
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% of
Votes
Cast |
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Abstain |
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Broker
Non-Votes |
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| 1. Election of Directors until 2016 Annual Meeting |
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| James S. Tisch |
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96,681,604 |
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85.22 |
% |
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16,674,094 |
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14.69 |
% |
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81,941 |
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9,959,965 |
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| Marc Edwards |
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99,656,915 |
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87.85 |
% |
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13,700,170 |
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12.07 |
% |
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80,554 |
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9,959,965 |
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| John R. Bolton |
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112,017,153 |
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98.74 |
% |
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1,308,926 |
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1.15 |
% |
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111,560 |
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9,959,965 |
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| Charles L. Fabrikant |
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111,958,932 |
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98.69 |
% |
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1,397,866 |
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1.23 |
% |
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80,841 |
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9,959,965 |
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| Paul G. Gaffney II |
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111,974,412 |
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98.71 |
% |
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1,331,562 |
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1.17 |
% |
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131,665 |
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9,959,965 |
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| Edward Grebow |
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112,039,423 |
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98.76 |
% |
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1,264,154 |
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1.11 |
% |
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134,062 |
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9,959,965 |
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| Herbert C. Hofmann |
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97,862,576 |
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86.26 |
% |
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15,489,511 |
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13.65 |
% |
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85,552 |
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9,959,965 |
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| Kenneth I. Siegel |
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98,049,178 |
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86.43 |
% |
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15,308,149 |
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13.49 |
% |
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80,312 |
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9,959,965 |
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| Clifford M. Sobel |
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112,202,694 |
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98.91 |
% |
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1,092,935 |
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0.96 |
% |
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142,010 |
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9,959,965 |
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| Andrew H. Tisch |
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96,926,270 |
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85.44 |
% |
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16,432,847 |
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14.48 |
% |
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78,522 |
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9,959,965 |
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| Raymond S. Troubh |
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111,894,233 |
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98.63 |
% |
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1,467,822 |
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1.29 |
% |
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75,584 |
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9,959,965 |
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| 2. Ratification of Deloitte & Touche LLP as Independent Auditors for 2015 |
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123,020,226 |
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99.69 |
% |
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292,004 |
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0.23 |
% |
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85,374 |
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N/A |
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| 3. Advisory Approval of Executive Compensation |
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98,374,122 |
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86.72 |
% |
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14,914,207 |
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13.14 |
% |
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149,310 |
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9,959,965 |
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2
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.
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| Date: May 21, 2015 |
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DIAMOND OFFSHORE DRILLING, INC. |
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By: |
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/s/ DAVID L. ROLAND |
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David L. Roland Senior Vice President,
General Counsel and Secretary |
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