0001144204-13-032845.txt : 20130603 0001144204-13-032845.hdr.sgml : 20130603 20130603131450 ACCESSION NUMBER: 0001144204-13-032845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130531 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130603 DATE AS OF CHANGE: 20130603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES PLC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981023315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05491 FILM NUMBER: 13887467 BUSINESS ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD BUSINESS PHONE: 7139607640 MAIL ADDRESS: STREET 1: MITRE HOUSE 160 STREET 2: ALDERSGATE STREET CITY: LONDON STATE: X0 ZIP: EC1A 4DD FORMER COMPANY: FORMER CONFORMED NAME: ROWAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 8-K 1 v346823_8k.htm FORM 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): May 31, 2013

 

Rowan Companies plc

(Exact name of registrant as specified in its charter)

 

 

England and Wales

(State or Other Jurisdiction of

Incorporation or Organization)

1-5491

(Commission File Number)

 

98-1023315

(I.R.S. Employer

Identification Number)

 

Rowan Companies plc

2800 Post Oak Boulevard

Suite 5450

Houston, Texas
(Address of Principal Executive Offices)

 

 

77056-6189

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (713) 621-7800

 

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

 

(d) The Board of Directors of Rowan Companies plc (the “Board”), on the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Tore I. Sandvold to fill the vacancy on the Board as a Class II director, effective as of May 31, 2013 immediately upon the retirement of Mr. R. G. Croyle. Mr. Sandvold will serve as a Class II director for the remainder of the term, until the annual general meeting of shareholders in 2014.

 

Tore I. Sandvold, age 66, has over 30 years of experience in the oil and energy industry. From 1973 to 1987, he served in the Norwegian Ministry of Industry, Oil & Energy in a variety of positions in the areas of domestic and international energy policy. From 1987 to 1990, he served as the Counselor for Energy in the Norwegian Embassy in Washington, D.C. From 1990 to 2001, Mr. Sandvold served as Director General of the Norwegian Ministry of Oil & Energy, with overall responsibility for Norway's national and international oil and gas policy. From 2001 to 2002, Mr. Sandvold served as executive Chairman of Petoro AS, the Norwegian state-owned oil company. Mr. Sandvold has been executive Chairman of Sandvold Energy AS, an advisory company in the energy business, since September 2002 and is Chairman and acting Chief Executive Officer of Misen Energy AB, a Swedish upstream oil and gas company listed on the First North List at NASDAQ OMX Stockholm. Mr. Sandvold also serves on several boards, including those of Schlumberger Limited (since 2004), where he is a member of its finance and nominating & governance committees, Teekay Corporation (since 2003), where he is a member of its nominating and governance committee, Lambert Energy Advisory Ltd., Energy Policy Foundation of Norway and Njord Gas Infrastructure.

 

There are no arrangements between Mr. Sandvold and any other person pursuant to which he was appointed to serve as a director, nor are there any transactions in which the Company is a participant in which he has a material interest.

 

As a non-employee director, Mr. Sandvold will receive the compensation paid to all non-employee directors and is eligible to participate in the 2013 Rowan Companies plc Incentive Plan, under which he has been awarded an initial grant of restricted share units with a grant date market value of $25,000 and a pro-rated annual grant of restricted share units with a grant date market value of $183,333. Mr. Sandvold will also enter into a customary form of indemnification agreement.

 

The Board has determined that Mr. Sandvold is independent under the listing standards of the New York Stock Exchange and applicable law. The Board expects that Mr. Sandvold will be appointed to committees at the next Board meeting.

 

In conjunction with his election, the Company issued a press release announcing the appointment of Mr. Sandvold as a director. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit

NumberDescription

 

99.1Press Release, dated May 29, 2013

 

2
 

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.

 

Dated: June 3, 2013 ROWAN COMPANIES PLC
     
     
  By: /s/ J. Kevin Bartol
    J. Kevin Bartol
    Executive Vice President, Chief Financial Officer and Treasurer

 

3

GRAPHIC 2 image_001.gif GRAPHIC begin 644 image_001.gif M1TE&.#=AP``!`'<``"'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` >````P``!`(`````!`@,"#(2/J EX-99.1 3 v346823_ex99-1.htm EXHIBIT 99.1

  

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

May 29, 2013

 

  Rowan Appoints Tore I. Sandvold as New Director

 

 

HOUSTON, TEXAS -- Rowan Companies plc (“Rowan” or the “Company”) (NYSE: RDC) announced the appointment of Tore I. Sandvold to its Board of Directors effective as of May 31, 2013.  Mr. Sandvold has over 30 years of experience in the oil and energy industry, having served in the Norwegian Ministry of Industry, Oil & Energy in a variety of positions, including as Director General, as the Counselor for Energy in the Norwegian Embassy in Washington, D.C., and as executive Chairman of Petoro AS, the Norwegian state-owned oil company. Mr. Sandvold also serves on several boards of directors, including Schlumberger Limited and Teekay Corporation.  Mr. Sandvold is also executive Chairman of Sandvold Energy AS, an advisory company in the energy business.

 

Jack Lentz, Rowan’s Chairman of the Board, stated, "We are delighted to have Mr. Sandvold join our Board. We are confident that his vast experience in the energy sector will contribute significantly to the Company."

 

Rowan Companies plc is a major provider of international and domestic contract drilling services with a leading position in high-specification jack-up rigs.  The Company’s fleet of 31 jack-up rigs is located worldwide, including the Middle East, the North Sea, Trinidad, Egypt, Southeast Asia and the Gulf of Mexico.  Rowan will enter the ultra-deepwater market with four high-specification drillships expected to be delivered starting in late 2013.  The Company’s Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC".  For more information on the Company, please visit www.rowancompanies.com.

 

Contact:

Suzanne M. Spera

Director, Investor Relations

(713) 960-7517

sspera@rowancompanies.com

 

 

 

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