Current Report Filing (8-k)
13 Juni 2022 - 02:01PM
Edgar (US Regulatory)
0001163739
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0001163739
2022-06-07
2022-06-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 7, 2022
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda |
|
001-32657 |
|
98-0363970 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
|
N/A |
(Address of principal executive offices) |
|
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including
area code)
N/A
(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:
| ¨ | 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(s) |
|
Name of exchange on which
registered |
Common shares |
|
NBR |
|
NYSE |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual general meeting of shareholders (the
“Annual Meeting”) of the Company was held on June 7, 2022. Holders of 8,357,762 shares, representing 79.76% of our outstanding
shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.
As explained in our proxy statement relating to
the Annual Meeting:
·
In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast. However, the Company has
adopted a policy requiring that, in the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection
with his or her election, he or she must promptly tender his or her contingent resignation from the Board of Directors (the “Board”),
which the Board will accept unless it determines that it would not be in the Company’s best interests to do so.
·
Approval of the other matters considered at the Annual Meeting required the affirmative vote of the holders of a majority of shares
present in person or represented by proxy and entitled to vote at the meeting, with abstentions having the effect of votes against a proposal
and broker nonvotes being disregarded in the calculation.
The matters voted upon at
the Annual Meeting were:
A. |
Election of Directors* |
| |
Shares For | | |
Shares Withheld | | |
Nonvotes | | |
Result | |
Tanya S. Beder | |
| 6,743,776 | | |
| 878,311 | | |
| 735,675 | | |
| Elected | |
Anthony R. Chase | |
| 6,803,466 | | |
| 818,621 | | |
| 735,675 | | |
| Elected | |
James R. Crane | |
| 7,273,557 | | |
| 348,530 | | |
| 735,675 | | |
| Elected | |
John P. Kotts | |
| 6,810,345 | | |
| 811,742 | | |
| 735,675 | | |
| Elected | |
Michael C. Linn | |
| 5,918,896 | | |
| 1,703,191 | | |
| 735,675 | | |
| Elected | |
Anthony G. Petrello | |
| 7,231,900 | | |
| 390,187 | | |
| 735,675 | | |
| Elected | |
John Yearwood | |
| 7,005,107 | | |
| 616,980 | | |
| 735,675 | | |
| Elected | |
*All directors were elected by a majority of shares voted.
B. |
Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Independent Auditor’s Remuneration |
For | | |
| 8,121,436 | |
Against | | |
| 147,789 | |
Abstain | | |
| 88,537 | |
RESULT: Approved (97.2% For)
C. |
Advisory Vote on Compensation of Named Executive Officers |
For | | |
| 2,455,985 | |
Against | | |
| 4,673,858 | |
Abstain | | |
| 492,244 | |
Nonvotes | | |
| 735,675 | |
RESULT: Not Approved (32.2% For)
D. |
Approval of Amendment No. 2 to the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan |
For | | |
| 6,045,591 | |
Against | | |
| 1,483,098 | |
Abstain | | |
| 93,398 | |
Nonvotes | | |
| 735,675 | |
RESULT: Approved (79.3% For)
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.
Date: |
June 13, 2022 |
By: |
/s/Mark D. Andrews |
|
|
|
Name: Mark D. Andrews |
|
|
|
Title: Corporate Secretary |
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