-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G70nBD0HGl9q4BHKGmyc3iNz29Kb6AVzYx+V2LXSyp9HSVHG/37y8/FPwAEeFDi3 A6StajBw7aE1ZMhziWtjEQ== 0000008411-11-000022.txt : 20110214 0000008411-11-000022.hdr.sgml : 20110214 20110214191506 ACCESSION NUMBER: 0000008411-11-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110214 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 11610646 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 f8kfebruary142011.htm FORM 8K Unassociated Document

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 EARLIEST EVENT REPORTED:  February 10, 2011



ATWOOD OCEANICS, INC.
(Exact Name of Registrant as Specified in Charter)

Texas
(State or Other Jurisdiction of Incorporation)

COMMISSION FILE NUMBER 1-13167


IRS Employer Identification No. 74-1611874


15835 Park Ten Place Drive
Houston, Texas, 77084
(Address of Principal Executive Offices)

(281) 749-7800
(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 (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

Our annual meeting of shareholders was held on February 10, 2011, at which the shareholders voted on the following matters:

·  
Election of seven director nominees;
·  
Approval of the Company’s Amended and Restated 2007 Long-Term Incentive Plan;
·  
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2011;
·  
Approval of the compensation paid by the Company to its named executive officers, or “Say on Pay” proposal; and
·  
Establish the frequency of submission to shareholders of advisory “Say on Pay” proposals.

No other matters were presented for a vote at the annual meeting.  A quorum being present, of the shares of common stock present in person or by proxy, the voting results for the matter above are as follows:


ELECTION OF DIRECTORS
 
      
NAME
FOR
WITHHELD
BROKER
NON-VOTES
       
Deborah A. Beck
31,875,295
20,625,032
5,223,602
       
Robert W. Burgess
31,854,381
20,645,946
5,223,602
       
George S. Dotson
31,858,004
20,642,323
5,223,602
       
Jack E. Golden
31,880,871
20,619,456
5,223,602
       
Hans Helmerich
51,540,919
959,408
5,223,602
       
James R. Montague
31,881,372
20,618,955
5,223,602
       
Robert J. Saltiel
51,905,878
594,449
5,223,602


APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
       
49,183,089
2,170,025
1,147,213
5,223,602


 
 
 


RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR FISCAL YEAR 2011

FOR
AGAINST
ABSTAIN
     
32,455,982
25,216,535
51,412


APPROVAL OF THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS, OR “SAY ON PAY”

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
       
50,297,780
1,055,446
1,147,101
5,223,602


ESTABLISH THE FREQUENCY OF SUBMISSION TO SHAREHOLDERS OF ADVISORY “SAY ON PAY” PROPOSALS

1 YEAR
2 YEARS
3 YEARS
ABSTAIN
       
47,055,082
207,575
4,235,988
1,001,682



Statements contained in this report with respect to the future are forward-looking statements.  These statements reflect management’s reasonable judgment with respect to future events.  Forward-looking statements involve risks and uncertainties.  Actual results could differ materially from those anticipated as a result of various factors including the Company’s dependence on the oil and gas industry; the risks involved in the construction of a rig and commencement of operations of the rig following delivery; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism, acts of piracy, embargoes, war or other military operations; and governmental and industry regulations and environmental matters.   A list of additional risk factors can be found in the Company’s annual report on Form 10-K for the year ended September 30, 2010, filed with the Securities and Exchange Commission.


 
 
 


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/ Mark L. Mey
Mark L. Mey
Senior Vice President
DATE: February 14, 2011
 
 



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