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Section 1: 8-K (8-K)

 

 

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 4, 2019

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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

Preferred shares — Series A

 

NBR.PRA

 

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 o

 

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. o

 

 

 


 

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

 

The information disclosed under the introduction to, and section A. of, Item 5.07 below is incorporated into this Item 5.02 in its entirety.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

The annual general meeting of shareholders (the “Annual Meeting”) of Nabors Industries Ltd. (the “Company”) was held on June 4, 2019.  Holders of 367,998,364 shares, representing 88.5% 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

 

301,758,767

 

4,535,874

 

61,703,723

 

Elected

 

Anthony R. Chase

 

302,183,480

 

4,111,161

 

61,703,723

 

Elected

 

James R. Crane

 

125,309,433

 

180,985,208

 

61,703,723

 

Elected

 

John P. Kotts

 

161,922,080

 

144,372,561

 

61,703,723

 

Elected

 

Michael C. Linn

 

159,890,105

 

146,404,536

 

61,703,723

 

Elected

 

Anthony G. Petrello

 

301,166,364

 

5,128,277

 

61,703,723

 

Elected

 

John Yearwood

 

266,177,336

 

40,117,305

 

61,703,723

 

Elected

 

 


*All directors other than Mr. Crane were elected by a majority of shares voted. Mr. Crane was elected by a plurality of shares voted, and promptly tendered his contingent resignation in accordance with the policy adopted by the Board, as set forth above. The Board has deferred a determination on whether to accept his resignation until the Board meetings scheduled for July 24-26, 2019, and will announce the results of such deliberations following such meetings.

 

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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

 

356,107,641

 

Against

 

11,409,295

 

Abstain

 

481,428

 

 

RESULT:  Approved (96.8% For)

 

C.                    Advisory Vote on Compensation of Named Executive Officers

 

For

 

144,899,556

 

Against

 

160,770,433

 

Abstain

 

518,084

 

Nonvotes

 

61,703,723

 

 

RESULT:  Not Approved (47.3% For)

 

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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.

 

 

NABORS INDUSTRIES LTD.

 

 

 

Date: June 7, 2019

By:

/s/Mark D. Andrews

 

 

Mark D. Andrews

 

 

Corporate Secretary

 

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