Current Report Filing (8-k)
May 25 2016 - 12:22PM
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 23, 2016
Ensco plc
(Exact name of registrant as specified in its charter)
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England and Wales
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1-8097
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98-0635229
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6 Chesterfield Gardens
London, England W1J 5BQ
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
Not Applicable
(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:
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¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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INFORMATION TO BE INCLUDED IN THE REPORT
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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At the Annual General Meeting of Shareholders of Ensco plc (the "Company") held on May 23, 2016 (the "2016 Annual General Meeting"), the Company's shareholders approved the Fourth Amendment (the "Amendment") to the Ensco plc 2012 Long-Term Incentive Plan (as amended, the "Plan"). The Amendment authorizes an additional 4,500,000 Class A ordinary shares ("shares") for issuance under the Plan, bringing the total number of shares authorized for issuance under the Plan to 27,500,000. A description of the Plan, as modified by the Amendment, is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 1, 2016 (the "2016 Proxy Statement"). The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Company held its 2016 Annual General Meeting in London, England on
May 23, 2016
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(b) There were 235,837,409 shares entitled to vote at the meeting based on the March 28, 2016 record date, of which 197,580,005 shares, or approximately 83.77%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2016 Proxy Statement, were voted on at the meeting:
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(1) To re-elect Directors to serve until the 2017 Annual General Meeting of Shareholders:
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a. J. Roderick Clark
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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158,555,153
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8,047,446
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1,278,589
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29,698,817
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b. Roxanne J. Decyk
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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158,440,261
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8,124,389
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1,316,538
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29,698,817
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c. Mary E. Francis CBE
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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161,266,734
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5,336,466
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1,277,988
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29,698,817
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d. C. Christopher Gaut
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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158,522,825
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8,083,268
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1,275,095
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29,698,817
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e. Gerald W. Haddock
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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159,045,827
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7,556,479
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1,278,882
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29,698,817
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f. Francis S. Kalman
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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161,314,590
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5,284,404
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1,282,194
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29,698,817
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g. Keith O. Rattie
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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161,401,704
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5,194,861
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1,284,623
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29,698,817
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h. Paul E. Rowsey, III
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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159,136,731
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7,463,397
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1,281,060
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29,698,817
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i. Carl G. Trowell
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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161,455,318
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5,142,863
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1,283,007
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29,698,817
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(2) To authorise the Board of Directors to allot shares:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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178,874,012
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15,803,430
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2,902,563
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N/A
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(3) To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ended December 31, 2016:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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193,178,168
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2,747,638
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1,654,199
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N/A
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(4) To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the 2016 Annual General Meeting until the conclusion of the next annual general meeting of shareholders at which accounts are laid before the Company):
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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193,282,929
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2,795,970
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1,501,106
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N/A
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(5) To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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194,560,465
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1,394,185
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1,625,355
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N/A
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(6) To approve an amendment to the Ensco plc 2012 Long-Term Incentive Plan:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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152,046,153
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14,417,522
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1,417,513
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29,698,817
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(7) A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended December 31, 2015:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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124,576,478
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41,713,110
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1,591,600
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29,698,817
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(8) A non-binding advisory vote to approve the compensation of our named executive officers:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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148,450,400
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17,783,278
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1,647,510
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29,698,817
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(9) A non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended December 31, 2015:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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191,627,800
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2,450,581
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3,501,624
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N/A
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(10) To approve the disapplication of pre-emption rights:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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154,468,005
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11,828,789
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1,584,394
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29,698,817
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016.
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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.
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Ensco plc
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Date: May 25, 2016
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/s/ Michael T. McGuinty
Michael T. McGuinty
Senior Vice President - General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016.
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