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): October 28, 2015
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 |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) The Board of Directors (the “Board”) of Rowan Companies plc (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. William (Bill) E. Albrecht as a director, effective as of October 28, 2015. In connection with Mr. Albrecht’s appointment, the Board increased its size from nine to ten members effective as of the same date.
Mr. Albrecht is appointed for the remainder of the term, until the annual general meeting of shareholders in 2016. Mr. Albrecht has also been appointed to serve on the Audit and Health, Safety and Environment committees.
William (Bill) E. Albrecht, age 64, has served as Executive Chairman of the Board of California Resources Corporation, a publicly traded oil and natural gas exploration and production company, since July 2014. Mr. Albrecht served as Vice President of Occidental Oil & Gas from May 2008 to July 2014 and as President of Oxy Oil & Gas, Americas from January 2012 to July 2014, and President of Oxy Oil & Gas, USA from April 2008 to January 2012, with extensive managerial oversight over upstream assets. Mr. Albrecht has more than 35 years of experience in the oil and gas industry, having also previously served eight years as an executive officer of EOG Resources, a domestic energy producer, including Vice President of acquisitions and engineering. Mr. Albrecht began his career in the industry as a petroleum engineer for Tenneco Oil Company for ten years. Mr. Albrecht has also served as a Captain in the U.S. Army.
There are no arrangements between Mr. Albrecht 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. Albrecht will receive the compensation paid to all non-employee directors and is eligible to participate in the Rowan Companies plc Incentive Plan, under which he has been awarded a pro-rated annual grant of restricted share units with a grant date market value of approximately $100,000. Mr. Albrecht will also enter into a customary form of indemnification agreement.
The Board has determined that Mr. Albrecht is independent under the listing standards of the New York Stock Exchange and applicable law.
The Company issued a press release announcing the appointment of Mr. Albrecht 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
Number | Description |
99.1 | Press Release dated October 28, 2015 |
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.
ROWAN COMPANIES PLC | ||
Dated: October 29, 2015 | By: | /s/ Melanie M. Trent |
Melanie M. Trent | ||
Executive Vice President, Chief Administrative Officer and General Counsel |
3 |
Exhibit 99.1
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Press Release |
Contacts:
Chris Pitre Director, Investor Relations and Corporate Development chris.pitre@rowancompanies.com +1 713 968 6642 |
Carrie Prati Manager, Marketing and Investor Relations carrie.prati@rowancompanies.com +1 713 960 7581 |
FOR IMMEDIATE RELEASE | October 28, 2015 |
Rowan
Appoints William E. Albrecht as a New Director
HOUSTON, TEXAS – The Board of Directors of Rowan Companies plc (“Rowan” or “Company”) (NYSE: RDC) has appointed William E. Albrecht to its Board of Directors effective as of October 28, 2015. Mr. Albrecht has served as Executive Chairman of California Resources Corporation, a publicly traded oil and natural gas exploration and production company, since July 2014. Mr. Albrecht has over 35 years of experience in the oil and energy industry, having served in various executive officer positions with Occidental Petroleum Corporation, an international exploration and production company, and EOG Resources, a domestic energy producer. Mr. Albrecht began his career in the industry as a petroleum engineer for Tenneco Oil Company.
Matt Ralls, Rowan’s Chairman of the Board, stated, "We are delighted to have Mr. Albrecht join our Board. We believe that his deep experience in the oil and gas industry will contribute significantly to the Company and its Board of Directors."
Rowan is a global provider of contract drilling services with a fleet of 32 mobile offshore drilling units, composed of 28 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, North Africa, Southeast Asia and Trinidad. 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.rowan.com.
Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial performance and prospects of the Company. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation or renegotiation by our customers of drilling contracts, letter agreements or letters of intent or the exercise of early termination provisions, risks associated with fixed cost drilling operations, cost overruns or delays on shipyard repair, construction or transportation of drilling units, maintenance and repair costs, costs or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company’s operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism and hostilities in our areas of operations that may result in loss or seizure of assets, the outcome of disputes and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company’s filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056
Tel: (713) 621-7800
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