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 7, 2023

Valaris Limited

(Exact name of registrant as specified in its charter) 

Bermuda	001-08097	98-1589854
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Clarendon House, 2 Church Street

Hamilton, Bermuda HM 11

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 44 (0) 20 7659 4660

Not Applicable

(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	Ticker Symbol(s)	Name of each exchange on which registered
Common Shares	VAL	New York Stock Exchange
Warrants to purchase Common Shares	VAL WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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

(a) Valaris Limited (the "Company") held its 2023 Annual General Meeting of Shareholders in Bermuda on June 7, 2023.

(b) There were 75,181,200 shares entitled to vote at the meeting based on the April 17, 2023 record date, of which 64,298,486 shares, or 85.52%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2023 Proxy Statement, were voted on at the meeting:

(1) To elect each of the following Directors to serve until the next Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company:

a. Anton Dibowitz
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
57,585,180	58,679	469,232	6,185,395

b. Dick Fagerstal
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
55,281,024	2,362,875	469,192	6,185,395

c. Joseph Goldschmid
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
57,238,489	405,336	469,266	6,185,395

d. Catherine J. Hughes
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
57,619,474	24,392	469,225	6,185,395

e. Kristian Johansen
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
57,622,765	20,957	469,369	6,185,395

f. Elizabeth D. Leykum
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
57,270,951	372,770	469,370	6,185,395

g. Deepak Munganahalli
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
55,314,946	2,328,776	469,369	6,185,395

h. James W. Swent, III
			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
52,593,992	5,049,730	469,369	6,185,395

(2) To approve on an advisory, non-binding basis the compensation of the Company's named executive officers:

			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
56,537,285	1,027,491	548,315	6,185,395

(3) To vote, on an advisory, non-binding basis the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:

1 Year	2 Years	3 Years	Abstain
56,947,918	3,474	678,919	482,780

(4) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the next Annual General Meeting of Shareholders and to authorize the Company's board of directors, acting through the Audit Committee, to determine KPMG LLP's remuneration:

			Broker
Votes For	Votes Against	Votes Abstain	Non-Votes
62,139,867	1,657,252	501,367	N/A

(d) Frequency of Shareholder Votes on Executive Compensation. Consistent with the recommendation of the Company's board of directors, the Company’s shareholders recommended, by advisory, non-binding vote, a one-year frequency of future advisory votes on executive compensation. In accordance with these results and its previous recommendation, the Company's board of directors determined that future advisory votes on executive compensation will be held every one-year until the next required advisory vote on the frequency of shareholder votes on the compensation of named executive officers, which the Company expects to hold no later than its 2029 Annual General Meeting of Shareholders.

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.

	Valaris Limited
Date: June 7, 2023	/s/ Davor Vukadin
	Davor Vukadin
	Senior Vice President and General Counsel

XML

Document and Entity Information Document	Jun. 07, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 07, 2023
Entity Registrant Name	Valaris Limited
Entity Incorporation, State or Country Code	D0
Entity File Number	001-08097
Entity Tax Identification Number	98-1589854
Entity Address, Address Line One	Clarendon House, 2 Church Street
Entity Address, City or Town	Hamilton
Entity Address, State or Province	BM
Entity Address, Postal Zip Code	HM 11
City Area Code	44 (0)
Local Phone Number	20 7659 4660
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000314808
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Common Shares
Trading Symbol	VAL
Security Exchange Name	NYSE
Warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Shares
Trading Symbol	VAL WS
Security Exchange Name	NYSE