Additional Proxy Soliciting Materials (definitive) (defa14a)
April 21 2016 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a
‑6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a
‑12
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Transocean Ltd.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a
‑6(i)(1) and 0
‑11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0
‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Form, Schedule or Registration Statement No.:
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Additional Information Concerning the 2016 Annual General Meeting of
Shareholders of Transocean Ltd.
to be held on May 12, 2016
The proxy statement for our 2016 annual general meeting sets forth target values for the 2015 performance unit grants to our named executive officers and identifies the target award percentage for maximum performance with respect to total shareholder return (“TSR”).
Although the previous six cycles in our performance unit program have yielded zero payout due to performance below established thresholds, the Compensation Committee of our Board of Directors continues to be sensitive to shareholder concerns over declining shareholder value.
Reflecting
these concerns, in February 2016, the Compensation Committee introduced a cap on
the
performance award
payouts
if TSR is negative. Specifically,
if at the completion of the
2016-2018
performance cycle
,
the Company’s absolute
TSR
declines by an amount greater than
15%, then the number of earned
p
erformance
u
nits will
not exceed
100% of target, regardless of
the Company’s relative ranking
in
its performance peer group
. Without this limitation, the metric could
otherwis
e result in a number of earned performance u
nits greater than 100% of target.
The Compensation Committee will continue to evaluate this cap for future performance cycles
to ensure
that
it reflects the relevant
market conditions
,
thus maintaining
our compensation philosophy to align pay with performance and to ensure maximum alignment with our shareholders.
The proxy statement also identifies operating costs
as
one of the performance measures within the c
ontext
of our 2015 Annual Bonus Plan
.
This financial measure is designed to motivate management
to
optimiz
e
an efficient cost structure
in both expanding and contracting markets
,
including operating and maintenance expenses and general and administrative expenses.
As explained in the proxy statement, the established 2015 cost budget target was adjusted downward during the year to normalize for reduced rig activity.
The downward adjustment was necessary because i
nternal operating cost budgets are developed
at the beginning of the year
based
up
on assumed rig activity
for the year
and the associated cost of
operating
each rig.
When
market conditions
decline
and
fewer
rigs
are
utilized,
the
rig-
related
budgeted
costs
should be
– and were –
reduced
and
the related
targets adjusted
accordingly
. If
these
adjustments were not made to
both
measures,
actual
spending against established targets
would
have
appear
ed artificially low, which
could
potentially
lead
to
the
unintended consequence of higher incentive awards du
e to
lower rig activity
. S
uch an outcome would not be consistent with our desire to maintain rigorous standards with respect to our executive compensation program
.
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