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): June 5, 2020

PACIFIC DRILLING S.A.

(Exact name of registrant as specified in its charter)

 

Grand Duchy of Luxembourg

001-35345

Not Applicable

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8-10, Avenue de la Gare

L-1610 Luxembourg

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +352 27 85 81 35

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 Act:

Title of each class

Trading Symbol

Name of each exchange

on which registered

Common shares, par value $0.01 per share

PACD

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 5, 2020, Bouk van Geloven tendered his resignation as a Class B director of Pacific Drilling S.A. (the “Company”), with immediate effect.  Mr. van Geloven did not serve on any committees of the Board of Directors (the “Board”).  Mr. van Geloven’s resignation did not result from any disagreement with the Company regarding operations, policies or practices.

Mr. van Geloven joined the Company’s Board on February 18, 2020, having been nominated for election as a Class B director by Strategic Value Partners, LLC (“SVP”), pursuant to the Governance Agreement, dated as of November 19, 2018 by and among the Company and certain holders of its common shares, including SVP (the “Governance Agreement”). The Board accepted Mr. van Geloven’s resignation with thanks for his efforts and contribution to the Company.  

Under the terms of the Governance Agreement, SVP has the exclusive right to nominate a replacement for Mr. van Geloven; however, it has stated its intent not to exercise such right at this time.  


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Pacific Drilling S.A. has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.

PACIFIC DRILLING S.A.

Dated:   June 10, 2020

By

/s/ Lisa Manget Buchanan

Lisa Manget Buchanan

SVP, General Counsel & Secretary


Pacific Drilling (NYSE:PACD)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Pacific Drilling Charts.
Pacific Drilling (NYSE:PACD)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Pacific Drilling Charts.