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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  February 16, 2017 (February 15, 2017)
 
 

ATWOOD OCEANICS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Texas
(State or Other Jurisdiction of Incorporation)
 
1-13167
74-1611874

(Commission file number)
(IRS Employer Identification No.)
   
15011 Katy Freeway, Suite 800
Houston, Texas, 77094
(Address of Principal Executive Offices)
 
(281) 749-7800
(Registrant’s telephone number,
including area code)

____________
 
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 (see General Instruction A.2. below):
 
[  ]  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)) 
 
 









ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
At the 2017 Annual Meeting of Shareholders of Atwood Oceanics, Inc. (the “Company”) held on February 15, 2017 (the “Annual Meeting”), the shareholders voted on the following matters:
 
Election of seven director nominees;

Approval, by shareholder non-binding advisory vote, of the compensation of the Company’s named executive officers;

Establishment, by a shareholder non-binding advisory vote, of the frequency of submission to shareholders of the advisory vote regarding executive compensation;

Approval of the Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan, as amended and restated; and

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2017.

No other matters were presented for a vote at the Annual Meeting.  As of the record date, December 16, 2016, there were 64,944,192 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of a total of 58,215,186 shares of common stock were present in person or by proxy at the Annual Meeting. A quorum being present, the voting results for the matters above are as follows:

1.     Election of Directors.
Name
For
Withheld
Broker
Non-Votes
George S. Dotson
48,069,230
623,372
9,522,584
Jack E. Golden
48,121,877
570,725
9,522,584
Hans Helmerich
48,248,231
444,371
9,522,584
Jeffrey A. Miller
48,121,346
571,256
9,522,584
James R. Montague
48,113,164
579,438
9,522,584
Robert J. Saltiel
48,374,057
318,545
9,522,584
Phil D. Wedemeyer
48,122,570
570,032
9,522,584
    
Each of the nominees was elected for a one year term.


2.
Approval of the Compensation of the Company’s Named Executive Officers.
 
FOR
AGAINST
 ABSTAIN
BROKER
NON-VOTES
33,236,437
15,203,905
252,260
9,522,584

On an advisory basis, the Company’s executive compensation as set forth in the proxy statement was approved.

 
3.
Establishment, of the Frequency of Submission to Shareholders of the Advisory Vote regarding Executive compensation.






ONE YEAR
TWO YEARS
THREE YEARS
ABSTAIN
BROKER
NON-VOTES
47,645,107
208,109
708,686
130,700
9,522,584


On an advisory basis, one year was established as the frequency of submission to the shareholders of the advisory vote regarding executive compensation.

4.
Approval of the Atwood Oceanics, Inc. Long-Term Incentive Plan, as amended and restated.

FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
43,791,533
4,752,113
148,956
9,522,584

The Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan, as amended and restated, was approved.


5.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for Fiscal Year 2016.
 
FOR
AGAINST
ABSTAIN
57,283,349
547,394
384,443
 
The appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2017 was ratified.


 
SIGNATURES
 
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.
 

ATWOOD OCEANICS, INC.
(Registrant)
 
/s/ Walter A. Baker
Walter A. Baker
Senior Vice President, General Counsel and Corporate Secretary



Date: February 16, 2017



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