RIG Transocean Ltd

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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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TO THE OWNERS OF OUR COMPANY:

Adversity provides unique opportunities for us all to challenge the status quo, innovate and galvanize positive change. Since the start of 2020, COVID-19 and other events have offered more than their share of adversity. Throughout this time, our team of professionals has kept our core values as guiding principles for our direction and we have collectively risen to the occasion. In 2020, Transocean changed in ways that we believe will serve as the foundation for future success, delivering exceptional results in the face of a global pandemic. We enter 2021 in a strong position, more committed than ever to continuing to deliver the superior level of performance all of our stakeholders expect and deserve.

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While we remain pragmatic as we continue to respond and adapt to the effects of the ongoing pandemic, we recognize the tireless dedication and incredible creativity of our employees who keep our rigs operating on behalf of our customers. As we continue to develop and innovate, we also continue to take the necessary actions to preserve and enhance liquidity as we have done in the past, including delivering best-in-class backlog conversion, further improving our cost structure to fit our evolving active fleet, quickly cold-stacking or scrapping unmarketable assets, and executing timely and opportunistic capital markets transactions.

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In recent years, our disciplined approach to preserving and enhancing liquidity has allowed us to transform our ultra-deepwater and harsh environment fleet, dropping the average age of our floaters to nine years from 21 years through strategic additions and subtractions. In 2020 alone, we retired or sold seven older, less competitive rigs. These ongoing efforts have resulted in Transocean continuing to maintain our leadership position among offshore drillers.

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THIS NEWER, YOUNGER, HIGHER-SPECIFICATION FLEET OF 37 FLOATERS, WITH TWO MORE STILL UNDER CONSTRUCTION, OFFERS OUR CUSTOMERS SAFER, CLEANER, MORE EFFICIENT OPERATIONS AND ALLOWED TRANSOCEAN, IN 2020, TO DELIVER UPTIME PERFORMANCE TO OUR CUSTOMERS THAT EXCEEDED 97%.

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While we own and operate some of the industry’s most advanced rigs, we continued to make strategic technology upgrades during 2020, including the addition of Smart Equipment Analytics (“SEA”) on 19 of our rigs. SEA provides us with real-time equipment and operating data, enabling us to quickly evaluate rig performance and respond as necessary to keep our rigs operating at optimal levels. SEA also provides fleet-wide awareness of power consumption and emissions, allowing us to deliver our vital services, while reducing our impact on the environment. Furthermore, during 2020, we deployed the offshore drilling industry’s first safety system, HaloGuard^SM, that integrates a wearable locating device with drill floor equipment and machine stoppage controls. HaloGuard^SM combines a wearable alarm and a real-time location transmitter together with a machine vision system that is designed to track the position of personnel on the drill floor and key drill floor equipment while operating and, if needed, stop the equipment from operating. This system provides an advanced layer of individual protection on the drill floor for our crew. We have fully installed the system on one rig operating in the Gulf of Mexico, and we plan to install HaloGuard^SM systems on six more rigs during 2021. This system is an example of how we have prioritized providing a safe and healthy work environment for our people by utilizing the most advanced technologies available.

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In 2020, we were able to deliver a total recordable incident rate of 0.24, the second lowest in our company’s 60-plus year history. And remarkably, amid the pandemic, due to our employees’ professionalism, dedication, flexibility and resilience, we delivered adjusted revenue of approximately $3.4 billion and adjusted EBITDA of approximately $1.2 billion, all without a single lost time incident.

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OUR RESILIENCE AND CREATIVITY THROUGHOUT 2020 IS ALSO EVIDENCED BY OUR LIQUIDITY IMPROVEMENT THROUGH THE REDUCTION IN OUR DEBT AND INTEREST COST TO MATURITY BY MORE THAN $1 BILLION AND $100 MILLION, RESPECTIVELY, RESULTING FROM A SERIES OF HIGHLY SUCCESSFUL AND STRATEGIC LIABILITY MANAGEMENT TRANSACTIONS.

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As we have demonstrated over the last several years, our finance and legal teams have proven we can successfully execute fiscally responsible transactions to further our strategic goals. In 2021, we will continue to be proactive in managing our balance sheet in a way that enables us to continue to invest in our people, our assets and the development of new and differentiating technologies. While we take some comfort in our approximately $7.8 billion backlog, we remain pragmatic, recognizing the challenges to the industry and, specifically, those that Transocean will continue to face in the near-term. Transocean remains in an advantageous position relative to other offshore drillers, many of whom are in, or have recently emerged from, bankruptcy. Instead, we believe we have the liquidity to continue to prudently invest in our business; and importantly, we are able to maintain a singular focus on delivering best-in-class operations to our customers. We expect that a full-scale recovery in the deepwater offshore market will not likely begin before the middle of this year, at the earliest. However, as the commodity markets have begun to stabilize, we have confidence that our customers will be ready to increase their offshore activity in the years to come. We remain encouraged by the emergence of multiple opportunities for work in offshore markets across the globe in 2021 and beyond. And, we are pleased to be entering the year with some meaningful contracts and extensions signed in 2020:

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■   We signed a conditional agreement with Beacon Offshore Energy to drill the Shenandoah prospect in the Gulf of Mexico with the newbuild Deepwater Atlas. Upon sanctioning, the project will require a 20,000 psi well control system, making the Deepwater Atlas our second 20,000 psi capable drillship.

■   We extended the contracts with Petrobras for the Deepwater Mykonos and Deepwater Corcovado by 680 days and 815 days, respectively.

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AS AN INTEGRAL PARTICIPANT IN THE PRODUCTION AND DEVELOPMENT OF ENERGY, WE MUST CONTINUE TO OPERATE WITH INTEGRITY, DISCIPLINE AND AN UNCONDITIONAL RESPECT FOR OUR PEOPLE, OUR COMMUNITIES AND OUR PLANET.

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We must continue to adapt and sharpen our focus on responsible operations that help meet the cyclical and dynamic energy demands of global and regional economies. As part of this focus, we continue to formally integrate our sustainability efforts into our corporate strategy and business execution plans. At the end of 2020, we introduced our Human Rights Policy and published our third sustainability report.

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At our 2020 Annual General Meeting, our shareholders approved the addition of a second woman to our Board of Directors, and at this year’s 2021 Annual General Meeting, we are nominating a third woman to our Board of Directors. These individuals join a Board that is highly experienced, well-credentialed and sharply focused on shareholder value.

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In closing, we are exceptionally grateful for and proud of our employees’ dedication, flexibility, strength and resilience during this challenging time. We will continue to overcome the challenges before us and use adversity to change for the better. On behalf of our entire team at Transocean, we thank our shareholders for your continued support and trust. We look forward to continuing our leadership role in fulfilling the world’s energy needs.

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April 7, 2021

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Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the 2021 Annual General Meeting and the proxy statement, which is available at: www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the dropdown menu of the Investors section.

At the 2021 Annual General Meeting, we will ask you to vote on the following items:

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It is important that your shares be represented and voted at the meeting. If you are a shareholder registered in our share register, you may submit voting instructions electronically over the internet, by telephone or, if you request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed with those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee for submitting voting instructions, including whether you may submit voting instructions by mail, telephone or over the internet.

Under rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders as of the close of business on April 1, 2021. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the internet, by telephone or via mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the proxy statement.

A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business on May 10, 2021, and who were not registered as of April 1, 2021. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed or sent, as appropriate, to shareholders on or about April 7, 2021.

A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued registered shares and trades on the New York Stock Exchange; however, unlike some Swiss incorporated companies, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date.

Due to the extraordinary situation in connection with the COVID-19 pandemic, the 2021 Annual General Meeting will not take place in the usual format. In accordance with the Swiss Federal Council Ordinance 3 of June 19, 2020 on Measures to Combat the Coronavirus, as amended (the “COVID-19 Ordinance 3”), shareholders will not be permitted to attend the meeting in person. Shareholders and beneficial owners of our shares must therefore exercise their voting rights only by giving voting instructions to the independent proxy or its substitute by internet, telephone or mail, as described above, or by giving the independent proxy or its substitute proxy card voting instruction, as further described in this proxy statement. We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2021 Annual General Meeting, consistent with our long-standing practice.

Thank you in advance for your vote.

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Sincerely,

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April 7, 2021

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Shareholders registered in our share register on the record date have the right to vote their shares at the 2021 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

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COMPANY OVERVIEW AND 2020 STRATEGY AND PERFORMANCE

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services, and believes that it operates the highest specification floating offshore drilling fleet in the world.

Transocean’s fleet of 37 mobile offshore drilling units consists of 27 ultra-deepwater floaters and 10 harsh environment floaters. In addition, Transocean is constructing two ultra-deepwater drillships. The below graphic shows the global market presence of our fleet as of our Fleet Status Report issued on February 12, 2021.

With the offshore industry’s highest specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into solid returns for our shareholders.

We are proud of our employees’ resolve as we have overcome the challenges of 2020. By any measure, we have delivered industry-leading results throughout some of the most difficult days of the offshore drilling industry’s history. As a result of the constraints and challenges imposed on our business by the global pandemic during this past year, we have innovated, adapted and delivered meaningful change across our organization. In 2020, we delivered the best overall operational performance for any single year in the history of Transocean. Importantly, we also delivered a total recordable incident rate of 0.24, the second lowest in our company’s history. Even more remarkably, we achieved this with no lost time incidents. We also delivered over 97% uptime across our global fleet, which marked a new best for Transocean. Importantly, we delivered this result with a fleet of floaters that are focused exclusively on ultra-deepwater and harsh operations, which present the most challenging operational conditions. We believe demand for hydrocarbons will increase as vaccine distribution

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continues and the global economy recovers from the pandemic. Our priorities are unchanged: keep our employees, customers, contractors and their families healthy and safe, and deliver incident-free operations to our customers worldwide. Our team’s dedication is truly remarkable.

NOMINEES TO THE BOARD OF DIRECTORS

As the market leader in offshore drilling, Transocean has proven that it attracts the most qualified leadership and management team in the industry. The current terms of all of our directors will expire at the annual meeting, including Tan Ek Kia, a current director who is not a nominee for re-election. Mr. Tan has decided not to stand for re-election and will retire from the Board when his term expires at the 2021 Annual General Meeting. The Board of Directors extends its sincere thanks to Mr. Tan for his ten years of service and many contributions to the Company’s success.

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At our 2020 Annual General Meeting, our shareholders elected Diane de Saint Victor to our Board of Directors, and as described in our proxy statement, we are pleased to nominate Ms. de Saint Victor for re-election to the Board. We are also pleased to nominate a new candidate to the Board of Directors for election at the 2021 Annual General Meeting: Margareth Øvrum, who has nearly 40 years of experience in the energy industry and most recently served as Executive Vice President of Equinor ASA, Development and Production Brazil. If elected, Ms. Øvrum will be the third new member added to our Board since 2018 and will contribute to the diversity of experience, background and tenure of our directors. Each of our director nominees has a proven record of success and high integrity, and is committed to advancing the interests of shareholders and increasing the Company’s sustainability efforts.

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During 2020, each of our current directors attended 100% of the Board of Directors’ meetings and committee meetings on which he or she served during his or her elected term, except for Mr. Mohn, whose attendance at

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one Board Meeting was excused due to a potential conflict of interest associated with his ownership of debt securities issued by a subsidiary of the Company, as further described in this proxy statement.

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Additional information regarding the director nominees for election is provided below and under Agenda Item 5.

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SWISS MINDER ORDINANCE

Under the Swiss Ordinance Against Excessive Compensation At Public Companies (the “Minder Ordinance”) and our Articles of Association, the authority to elect the Chair of the Board of Directors and the members of the Compensation Committee is vested in the general meeting of shareholders. The Board of Directors recommends that you elect Chadwick C. Deaton as Chair of the Board of Directors (Agenda Item 6) and Glyn A. Barker, Vanessa C.L. Chang and Samuel J. Merksamer as members of the Compensation Committee (Agenda Item 7) to serve until completion of the 2022 Annual General Meeting of the shareholders (the “2022 Annual General Meeting”). Note that under the Minder Ordinance and our Articles of Association, if any of these individuals were to resign or there were vacancies in the office of the Chair or the Compensation Committee for other reasons, the Board of Directors would have the authority to replace him or her with another member of the Board of Directors for a term expiring at the next annual general meeting.

Pursuant to the Minder Ordinance, the Company is not permitted to appoint a corporate representative to act as the proxy for purposes of voting at the 2021 Annual General Meeting. Swiss companies may only appoint an independent proxy for these purposes. At the 2020 Annual General Meeting, shareholders elected Schweiger Advokatur / Notariat to serve as our independent proxy for a term extending until the completion of the 2021 Annual General Meeting. Agenda Item 8 asks that you again elect this firm to act as the independent proxy for the 2022 Annual General Meeting and any extraordinary general meeting of shareholders of the Company that may be held prior to the 2022 Annual General Meeting.

The Minder Ordinance and our Articles of Association also require that shareholders ratify the maximum aggregate amount of compensation of the Board of Directors for the period between the 2021 Annual General Meeting and the 2022 Annual General Meeting (Agenda Item 11A) and the maximum aggregate amount of compensation of the Executive Management Team for fiscal year 2022 (Agenda Item 11B). The shareholder vote is binding.

GOVERNANCE HIGHLIGHTS

Our Board is committed to strong corporate governance in order to promote long-term shareholder interests and strengthen Board and management accountability. The Board continues to monitor evolving governance standards and enhance our governance practices to serve Transocean shareholders. Key features of the Company’s corporate governance program include:

■   Independent Board Chair

■   Highly independent Board and Committees

■   Annual director elections

■   One share, one vote – no dual-class stock

■   Shareholder right to call special meetings

■   Shareholder proxy access

■   Annual performance evaluations of the Board, the Committees and individual directors

■   Retirement age and term limits

■   No poison pill

■   No hedging or pledging company stock by directors or executives

■   No blank check preferred stock

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

As part of our ongoing shareholder engagement program, our Board of Directors and Management team are committed to meeting with our shareholders and incorporating their feedback into our decision-making

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processes. We began 2020 with our regular cadence of investor outreach that included in-person conferences, meetings, and phone calls, while we monitored the development of the COVID-19 pandemic. Consistent with appropriate safety protocols, our management team quickly adjusted our engagement with shareholders to utilize virtual platforms that included video meetings and calls. During 2020, we attended more than 12 virtual conferences or sell side events, which allowed us to engage and maintain a dialogue with our shareholders on topics, including environment, social and governance-focused (“ESG”) outreach and engagement, in a meaningful and substantive way, and with a frequency that is generally consistent with pre-COVID-19 levels. Participants in many of the engagements included our Chief Executive Officer and Independent Chair of the Board, and members of executive management. In late 2020, we engaged with shareholders representing approximately 20% of our outstanding shares to discuss recent developments and to solicit investor feedback on our corporate governance and sustainability practices. All feedback received during our engagements has been shared directly with the Board and has helped inform material governance, compensation, sustainability and information security considerations.

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program includes features that align the interests of our senior management with those of our shareholders and excludes features that may result in misalignment.

SUSTAINABILITY HIGHLIGHTS

Despite challenges presented by the COVID-19 pandemic and declines in the energy sector, Transocean has continued to focus on responsibly fulfilling our role in meeting the world’s energy needs while protecting our employees, safely operating our rigs and delivering value to our stakeholders. Our approach to managing environmental impact is driven by our pursuit of ever-greater operational efficiency to reduce our carbon footprint. To read more about sustainability at Transocean, please visit our website, www.deepwater.com, where you can access our latest sustainability report and other ESG materials.

■   Our Board of Directors oversees our sustainability program and monitors our progress through regular updates from management.

■   We are working to align our ESG reporting with the Sustainability Accounting Standards Board (SASB) standard, and are focused on how we can come into alignment with global initiatives, such as the Paris Climate Accord.

■   We have leveraged our proprietary performance dashboard to improve the safety, reliability and efficiency of our operations. This includes best practices to reduce fuel usage and lower emissions.

■   We continue to identify, develop and implement technologies that enhance personnel safety, such as our patented HaloGuard℠ system, which tracks personnel and moving equipment on the drill floor,

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providing alerts when individuals are positioned in the path of the moving equipment and stopping the equipment, when necessary, if individuals do not move out of its path.

■   We implemented the Smart Equipment Analytics tool to provide real time insights into our equipment and processes to improve energy management and optimize equipment maintenance.

■   We launched a new offshore development program aimed at training women and underrepresented populations for technical leadership positions.

■   We continue to offer industry-leading benefits that cover the physical, emotional, social and financial well-being of our employees, and we are partnering with our customer to pilot a Mental Health Ambassador Program offshore to expand employees’ knowledge and understanding of the benefits available to them.

■   In response to COVID-19 challenges for our workforce, we have issued a wide range of measures to protect the health and safety of employees while avoiding disruptions to our operations.

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ORGANIZATIONAL MATTERS

A copy of the Notice is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on April 1, 2021. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on May 10, 2021, will receive after that date a copy of the proxy materials, including a proxy card. Shareholders not registered in Transocean Ltd.’s share register as of May 10, 2021, will not be entitled to vote or grant proxies to vote at the 2021 Annual General Meeting. While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on May 10, 2021, and the opening of business on the day following the 2021 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

Shareholders registered in Transocean Ltd.’s share register as of May 10, 2021, have the right to vote their shares at the 2021 Annual General Meeting, or may grant a proxy to vote on each of the proposals in this invitation and any modification to any agenda item or proposal identified in this invitation or other matter on which voting is permissible under Swiss law and which is properly presented at the 2021 Annual General Meeting for consideration. Such shareholders may designate proxies to vote their shares electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials at the 2021 Annual General Meeting.

We urge you to submit your voting instructions electronically over the internet, by telephone or return the proxy card as soon as possible. All electronic voting instructions or proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 26, 2021 (5:59 a.m. Swiss time on Thursday, May 27, 2021) unless extended by the Company.

If you have timely submitted electronic voting instructions, telephone instructions or a properly executed proxy card, your shares will be voted by the independent proxy in accordance with your instructions. Holders of shares who have timely submitted their proxy, but have not specifically indicated how to vote their shares, will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting. If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2021 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters proposed to come before the 2021 Annual General Meeting.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

Shareholders may grant proxies to any third party. Such third party need not be a shareholder.

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Information concerning the 2021 Annual General Meeting can be obtained by contacting:

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

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INFORMATION ABOUT THE MEETING AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of the Board of Directors, to be voted at our 2021 Annual General Meeting to be held on May 27, 2021 at 6:30 p.m., Swiss time, at the offices of Transocean Ltd., Turmstrasse 30, 6312 Steinhausen, Switzerland. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed to shareholders on or about April 7, 2021.

RECORD DATE

Only shareholders of record on May 10, 2021, are entitled to notice of and to vote or to grant proxies to vote at, the 2021 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with voting rights between the close of business on May 10, 2021, and the opening of business on the day following the 2021 Annual General Meeting.

While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on May 10, 2021, and the opening of business on the day following the 2021 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

QUORUM

Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a majority of all the shares entitled to vote at the time the meeting proceeds to business constitutes a quorum for purposes of convening the 2021 Annual General Meeting and voting on all of the matters described in the notice of meeting. Abstentions and “broker non-votes” will be counted as present for purposes of determining whether the relevant quorums at the meeting are satisfied, so long as the broker has discretion to vote the shares on at least one matter before the 2021 Annual General Meeting.

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(1)    Affirmative vote of a simple majority of the votes cast at the 2021 Annual General Meeting on the applicable agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(2)    Affirmative vote of a simple majority of the votes cast at the 2021 Annual General Meeting on the applicable agenda item. Shares held by members of the Board of Directors and members of the Company’s Executive Management Team are not entitled to vote on this matter and are not counted for this agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(3)    The affirmative vote of at least two-thirds of the shares represented at the 2021 Annual General Meeting and entitled to vote on that agenda item. An abstention, blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.

(4)    Affirmative vote of a plurality of the votes cast at the 2021 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a position as a director, or the Chair or a position on the Compensation Committee, as applicable, is elected to that position. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a nominee. Abstentions, broker non-votes, blank or invalid ballots are not counted for such purposes and shall have no impact on the election of such nominees. As described later in this proxy statement, our Corporate Governance

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Guidelines set forth our procedures if a nominee for director is elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.

(5)    Even if a nominee receives a plurality of votes that nominee may not ultimately serve as a director if the nominee does not receive more votes cast “FOR” than “AGAINST” the nominee’s election, and the Company’s Board of Directors accepts the resignation of the nominee pursuant to the Company’s majority vote policy, as described later in this proxy statement.

(6)    The proposal is an advisory vote; as such, the vote is not binding on the Company.

OUTSTANDING SHARES

As of March 29, 2021, there were 617,288,705 Transocean Ltd. shares deemed to be outstanding, which exclude 22,387,460 treasury shares that are held by the Company or our subsidiaries as of such date and any shares issued into treasury after such date. Only registered holders of our shares on May 10, 2021, the record date established for the 2021 Annual General Meeting, are entitled to notice of and to vote at the meeting. Holders of shares on the record date are entitled to one vote for each share held.

VOTING PROCEDURES

A copy of the Notice of Internet Availability of Proxy Materials is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on April 1, 2021. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on May 10, 2021, but who were not registered in the share register as of April 1, 2021, will receive a copy of the proxy materials, including a proxy card, after May 10, 2021. Shareholders not registered in Transocean Ltd.’s share register as of May 10, 2021, will not be entitled to vote or grant proxies to vote at, the 2021 Annual General Meeting.

If you are registered as a shareholder in Transocean Ltd.’s share register as of May 10, 2021, or if you hold shares of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration in one of the following ways:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee for voting your shares, including whether you may submit voting instructions by mail, telephone or over the internet.

Many of our shareholders hold their shares in more than one account and may receive more than one Notice. To ensure that all of your shares are represented at the 2021 Annual General Meeting, please submit your voting instructions for each account.

Under NYSE rules, brokers who hold shares in street name for customers, such that the shares are registered on the books of the Company as being held by the brokers, have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine or contested matters are referred to as “broker non-votes.” The following matters are non-routine matters under NYSE rules:

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If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items set forth above and may not be able to vote your shares on other matters at the 2021 Annual General Meeting unless the broker receives appropriate instructions from you. We recommend that you contact your broker to exercise your right to vote your shares.

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If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely submitted their proxy but have not specifically indicated how to vote their shares will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2021 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters to come before the 2021 Annual General Meeting.

You may revoke your proxy card at any time prior to its exercise by taking one of the following actions:

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■   submitting a properly completed and executed proxy card with a later date and timely delivering it either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated below

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■   giving written notice of the revocation prior to the meeting to:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

Shareholders may grant proxies to any third party. Such third party need not be a shareholder.

Due to the extraordinary situation in connection with the COVID-19 pandemic, the 2021 Annual General Meeting will not take place in the usual format. In accordance with the Swiss Federal Council Ordinance 3 of June 19, 2020 on Measures to Combat the Coronavirus, as amended (the "COVID-19 Ordinance 3"), shareholders will not be permitted to attend the meeting in person. Shareholders and beneficial owners of our shares must therefore exercise their voting rights only by giving voting instructions to the independent proxy or its substitute by internet, telephone or mail, as described above, or by giving the independent proxy or its substitute proxy card voting instructions, as further described in this proxy statement. We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2021 Annual General Meeting, consistent with our long-standing practice.

References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise.

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AGENDA ITEM 4

Renewal of Shares Authorized for Issuance

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

As of April 7, 2021, the Company had 685,676,165 shares issued. At our 2020 Annual General Meeting, shareholders authorized us to issue up to 184,974,503 shares using the Company’s authorized share capital. The current authorization would expire on May 7, 2022. The proposed amendment to our Articles of Association, if approved, would replace the authorization to issue shares pursuant to authorized share capital that was approved by shareholders at our 2020 Annual General Meeting.

Although our shares are listed on the NYSE and held predominantly by U.S. investors, we are incorporated in Switzerland and subject to Swiss corporate law. Unlike companies incorporated in U.S. jurisdictions for whom authorized share capital does not expire, our ability to issue shares using authorized share capital expires every two years under Swiss law. We have therefore traditionally sought shareholder approval at regular intervals for additional authority to issue shares without a specific purpose, using authorized share capital.

The current proposal would permit us to issue up to 205,702,850 additional shares using authorized share capital, or approximately 30% of the Company’s issued shares as of April 7, 2021, until May 27, 2023. Within this authorization, the maximum number of shares issuable without preemptive rights would be limited to 68,567,616 shares, or approximately 10% of the Company’s issued shares as of April 7, 2021.

We do not currently have plans to issue shares pursuant to the proposed authorization. Any issuance of additional shares could have the effect of diluting existing shareholders’ ownership and voting interests in the Company. We believe, however, that it is advisable to maintain flexibility to be able to access capital markets at optimal times and market conditions, rather than being subject to the delays and costs associated with calling a special shareholders’ meeting. Further, we believe the number of shares proposed for authorization is appropriate in all respects. It will allow our authorized share capital to be more closely aligned with the authorizations received by most of our peers. Further, we believe it is compliant with the policies of certain proxy advisory firms whose voting recommendations help inform the voting decisions of some of our largest shareholders. The proposed authorization is also lower than the maximum authorization permitted under Swiss law and our Articles of Association.

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If the proposed increase in the total number of authorized shares is approved, the Board of Directors would determine the time of the issuance, the issuance price, the manner in which the shares will be paid, the date from which the shares carry the right to dividends and, subject to provisions of our Articles of Association and the limitations on issuing shares without preemptive rights described above, the conditions for the exercise of the preemptive rights with respect to the issuance and the allotment of preemptive rights that are not exercised. Further authorization for the issuance of the shares by a vote of our shareholders will not be solicited prior to such issuance, subject to applicable laws and regulations, including the rules of the NYSE.

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The Board of Directors may allow preemptive rights that are not exercised to expire, or it may place or allocate such rights or shares, the preemptive rights of which have not been exercised at market conditions, or use them otherwise in the Company’s interest. Further, under our Articles of Association, and subject to the limitations on issuing shares without preemptive rights described above, in connection with the issuance of shares using authorized share capital, the Board of Directors is authorized to limit or withdraw the preemptive rights of the existing shareholders in various circumstances, including for financing and acquisition purposes.

To the extent that shares are issued in the future, the issuance may decrease the existing shareholders’ percentage of equity ownership and, depending on the price at which such shares are issued, could be dilutive to the existing shareholders up to the amount of the proposed authorization above. However, we have demonstrated our commitment to prudently manage the Company’s use of and access to capital during the recent market downturn and developing market recovery. Since the proposed authorization has an expiration date – May 27, 2023 – our shareholders will have the opportunity to review and vote upon additional requests for shareholder approval of our authorized share capital at regular intervals.

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AGENDA ITEM 5

Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting

NOMINATIONS OF THE BOARD OF DIRECTORS

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Director Nomination Process

The Board of Directors has designated the Corporate Governance Committee as the committee authorized to consider and recommend nominees for the Board of Directors. The Board of Directors believes that all members of the Corporate Governance Committee meet the applicable NYSE independence requirements.

Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically assess the needs of the Company and the Board of Directors, so as to recommend candidates who will further our goals. In making that assessment, the Corporate Governance Committee has determined that a recommended nominee must have the following minimum qualifications:

■   High professional and personal ethics and values

■   A record of professional accomplishment in his/her chosen field

■   Relevant expertise and experience

■   A reputation, both personal and professional, consistent with our FIRST Shared Values

In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of independent directors and, accordingly, the Corporate Governance Committee evaluates the independence status of any potential director. The Corporate Governance Committee evaluates whether or not a candidate contributes to the Board of Directors’ overall diversity, the candidate’s contribution to Board’s existing chemistry and collaborative culture, and whether or not the candidate can contribute positively to the Board’s diverse expertise in environmental, health, safety, industry, sustainability, information security, market and financial matters. The Corporate Governance Committee also considers whether or not the candidate may have professional or personal experiences and expertise relevant to our business (such as expertise in the industry and in critical health, safety, environmental and sustainability matters) and the Company’s position as the leading international provider of offshore drilling services.

As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines, the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. The Board of Directors will also request a statement from any person nominated as a director by anyone other than the Board of Directors as to whether that person will also submit an irrevocable letter of resignation upon the same terms as a person nominated by the Board of Directors. For

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purposes of our Corporate Governance Guidelines, an uncontested election occurs in an election of directors that does not constitute a contested election, and a contested election occurs when (i) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.

The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First, the Corporate Governance Committee considers and evaluates annually whether each director nominee is qualified to be nominated for election or reelection to the Board of Directors. Second, the Corporate Governance Committee requests from time to time that its members and the other Board members identify possible candidates for any vacancies or potential vacancies. Third, the Corporate Governance Committee has the authority to retain one or more executive search firms to aid in its search for potential Board of Directors candidates, interview those candidates and conduct investigations relative to their background and qualifications.

The Corporate Governance Committee considers nominees for director who are recommended by our shareholders. Recommendations may be submitted in writing, along with:

■   The name of and contact information for the candidate;

■   A statement detailing the candidate’s qualifications and business and educational experience;

■   Information regarding the qualifications and qualities described under “Director Nomination Process” above;

■   A signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director;

■   A signed irrevocable letter of resignation from the proposed candidate that, in accordance with our Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election, such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her election and (2) the Board of Directors accepts the resignation;

■   A statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate Governance Committee;

■   A statement detailing any relationship between the candidate and any customer, supplier or competitor of ours;

■   Financial and accounting experience of the candidate, to enable the Corporate Governance Committee to determine whether the candidate would be suitable for Audit Committee membership; and

■   Detailed information about any relationship or understanding between the proposing shareholder and the candidate.

Shareholders may submit nominations to:

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Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the Corporate Governance Committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the

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Corporate Governance Committee’s discretion. The Corporate Governance Committee evaluates the desirability for incumbent directors to continue on the Board of Directors following the expiration of their respective terms, taking into account their contributions as Board members and the benefit that results from the increasing insight and experience developed over a period of time. Although the Corporate Governance Committee will consider candidates for director recommended by shareholders, it may determine not to recommend that the Board of Directors, and the Board of Directors may determine not to, nominate those candidates for election to the Board of Directors.

In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may, in compliance with applicable requirements, nominate directors for election at annual general meetings of the shareholders. For more information on this topic, see “Other Matters.”

In connection with the Board of Directors’ periodic review of the skills, experience and diversity of its members, the Board also assesses the appropriateness of its size to determine whether any changes are necessary. The Board of Directors has determined that, should each of the director nominees be elected, the Company will have an appropriate combination of leadership, experience and oversight at this time.

The Board of Directors considers diversity as a key factor in the director nominee selection process. The Board of Directors takes an expansive view of the diversity of its members, with the goal of having directors who bring diverse expertise in environmental, health, safety, industry, market, sustainability, information security and financial matters and who reflect the global diversity of our workforce, our customers and the cultures in which we operate. We are a multinational company and have seven different nationalities represented in our director and executive officer group, and 56 in our global workforce. We have a presence in 25 countries worldwide.

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Board Leadership

Except during extraordinary circumstances, the Board of Directors has chosen not to combine the positions of Chief Executive Officer and Chair of the Board. The Board believes that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while our Chair of the Board presides over the Board as the Board provides advice to, and independent oversight of, management and the Company’s operations. The Board recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his position and the additional commitment the position of Chair of the Board of Directors requires. The Board of Directors believes that having separate positions and having an independent outside director serve as Chair of the Board of Directors is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Executive Sessions

Our independent directors met in executive session without management at each of the regularly scheduled Board of Directors’ meetings held in 2020. During 2021, the independent directors are again scheduled to meet in executive session at each regularly scheduled Board of Directors’ meeting. The independent directors generally designate the Chair of the Board of Directors to act as the presiding director for executive sessions.

Director Attendance at Annual General Meeting

In light of regulations on preventive measures to combat COVID-19 and related travel restrictions, we do not expect all of our directors to attend the 2021 Annual General Meeting. At the 2020 Annual General Meeting, none of our directors were in physical attendance due to COVID-19-related considerations.

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VOTING REQUIREMENT TO ELECT NOMINEES

The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2021 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be elected.

We have adopted a majority vote policy in the election of directors as part of our Corporate Governance Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. If a nominee who has submitted such a letter of resignation does not receive more votes cast for than against the nominee’s election, the Corporate Governance Committee must promptly review the letter of resignation and recommend to the Board of Directors whether to accept the tendered resignation or reject it. The Board of Directors must then act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept the nominee’s resignation letter in a Form 8-K filed with or furnished to the SEC or other broadly disseminated means of communication. Full details of this policy are set out in our Corporate Governance Guidelines, which are available on our website at: www.deepwater.com by selecting the Governance page in the Investors section dropdown.

The Board of Directors has received from each nominee for election as a director at the 2021 Annual General Meeting listed below an executed irrevocable letter of resignation consistent with these guidelines described above.

The information regarding the nominees presented below is as of April 1, 2021.

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