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NBR > SEC Filings for NBR > Form 8-K on 5-Jun-2014All Recent SEC Filings

Show all filings for NABORS INDUSTRIES LTD



Change in Directors or Principal Officers, Submission of Matters to a Vote

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2014, we issued a press release announcing that our Board of Directors (the Board) had expanded the Board to eight members from seven and subsequently appointed Dag Skattum to fill the newly created vacancy.

A copy of the press release announcing Mr. Skattum's appointment is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Mr. Skattum, age 53, will receive the same compensation as other members of the Board:

annual retainer of $100,000 (no additional amounts are paid for attendance at meetings);

any director may elect to receive immediately vested stock options, in lieu of any cash payments, valued at the amount of the payment; and

12,000 restricted shares upon initial appointment to the Board, as well as an annual grant of 15,000 restricted shares, which vest over a three-year period.

Directors are also parties to an indemnification agreement with the Company.

Mr. Skattum will be a member of the Audit Committee and the Risk Oversight Committee.

Item 5.07 Submission of Matters to a Vote of Security

The annual general meeting of shareholders of Nabors Industries Ltd. was held on June 3, 2014. Holders of 289,907,963 shares, representing 88.9% of our outstanding shares of common stock entitled to vote as of the record date for the meeting, participated in person or by proxy.

As explained in our proxy statement relating to the meeting:

Directors are elected by a plurality of the votes cast. In the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his election, he must promptly tender his resignation from 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 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 and broker nonvotes having the effect of votes against a proposal.

The matters voted upon at the meeting were:

1. Election of Directors

                      Shares For    Shares Withheld    Nonvotes    Result
James R. Crane        207,304,407     63,756,067      18,847,489   Elected
John P. Kotts         266,501,602      4,558,872      18,847,489   Elected
Michael C. Linn       134,387,097     136,673,377     18,847,489   Elected
John V. Lombardi      125,795,556     145,264,918     18,847,489   Elected
Anthony G. Petrello   203,405,835     67,654,639      18,847,849   Elected
Howard Wolf           195,368,769     75,691,705      18,847,489   Elected
John Yearwood         125,838,311     145,222,163     18,847,489   Elected

* Messrs. Linn, Yearwood and Dr. Lombardi received the affirmative vote of less than a majority of the shares voted (or withheld) in connection with their election and accordingly tendered their resignations. The Governance and Nominating Committee of the Board considered the current structure and needs of the Board, the Company's current strategic needs, shareholders' expressed reasons for withholding votes, actual vote counts and the contributions and anticipated roles of each of Messrs. Linn and Yearwood and Dr. Lombardi, and recommended that the Board not accept the resignations. The Board determined that acceptance of their resignations would not be in the Company's best interests and voted unanimously to reject the resignations. Messrs. Linn and Yearwood and Dr. Lombardi did not participate in the deliberations or the vote.

Messrs. Linn, Yearwood and Dr. Lombardi have been directors since 2012, 2010 and 2009, respectively. Their contributions have played an important role in the Company's enhanced strategic focus and improved market position. Further, their actions have directly resulted in significant enhancements to Nabors' corporate governance and, in particular, executive compensation practices. As members of the Compensation Committee, they were instrumental in implementing the drastic changes in management compensation which now place Nabors within the range of comparable oilfield services companies in terms of management compensation levels. In particular, these changes materially reduced the CEO's anticipated forward annual compensation and eliminated the severance feature about which shareholders had expressed concern. Feedback received from shareholders led the Board to conclude that the shareholder vote reflects concerns that relate primarily to the CEO's prior years' compensation. None of these directors were involved in the design or negotiation of the prior compensation program. For these reasons, the Board declined to accept the resignations.

Mindful of shareholder concerns, however, the Board took two steps in response to the shareholder vote for directors to directly address those concerns. First, the Board determined that a change in the composition of the Compensation Committee was warranted. Accordingly, Dr. Lombardi and Mr. Yearwood were removed from the Compensation Committee and replaced by Messrs. Crane and Kotts. Mr. Linn was retained as a member of the Compensation Committee to maintain some functional continuity over committee operations and because he received a significant percentage of "For" votes. Second, as described in Item 5.02 above and in the press release attached as Exhibit 99.1, the Board expanded its size from seven to eight directors and added a new, independent director recommended by our largest shareholder. The Board determined that an additional independent voice with diverse experience and the support of our largest shareholder would provide an additional element of independent oversight that would mitigate any remaining concerns over Board composition.

2. Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Auditor's Remuneration

For       285,625,379
Against     4,028,914
Abstain       253,670

RESULT: Approved (98.5% For)

3. Advisory Vote on Shareholder Rights Plan

For        101,995,190
Against    168,751,371
Abstain        313,913
Nonvotes    18,847,489

RESULT: Not approved (35.2% For)

4. Advisory Vote on Compensation of Named Executive Officers

For        108,890,657
Against    161,264,830
Abstain        904,987
Nonvotes    18,847,489

RESULT: Not approved (37.6% For)

5. Shareholder Proposal To Require Shareholder Approval of Specific Performance Metrics

For         67,686,422
Against    202,820,942
Abstain        553,110
Nonvotes    18,847,489

RESULT: Not approved (23.4% For)

6. Shareholder Proposal To Adopt a Share-Retention Requirement

For         64,794,542
Against    205,722,203
Abstain        543,729
Nonvotes    18,847,489

RESULT: Not approved (22.4% For)

7. Shareholder Proposal Regarding Sustainability Reporting

For        107,093,457
Against    139,330,503
Abstain     24,636,514
Nonvotes    18,847,489

RESULT: Not approved (36.9% For)

8. Shareholder Proposal Regarding the Vote Standard for Director Elections

For        169,070,081
Against    101,513,210
Abstain        477,183
Nonvotes    18,847,489

RESULT: Approved (58.32% For)

9. Shareholder Proposal To Adopt a Proxy Access Bye-law

For        140,142,737
Against    130,394,676
Abstain        523,061
Nonvotes    18,847,489

RESULT: Not approved (48.3% For)

10. Shareholder Proposal Regarding the Vote Standard on all Matters Except Director Elections

For        167,376,978
Against    103,093,199
Abstain        590,297
Nonvotes    18,847,489

RESULT: Approved (57.74% For)

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                               Description

99.1          Press Release issued by Nabors Industries Ltd. on June 4, 2014
              regarding appointment of new director.

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