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): January 21, 2022

Diamond Offshore Drilling, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13926	76-0321760
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

15415 Katy Freeway

Houston, Texas 77094

(Address of principal executive offices, including Zip Code)

(281) 492-5300

(Registrant’s telephone number, including area code)

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 Exchange Act: None

Title of each class Trading
Symbol Name of each exchange
on which registered

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 ☐

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.

Results of Annual Meeting of Stockholders

On January 21, 2022, Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) at its offices in Houston, Texas. Of the 99,973,541 shares of common stock outstanding and entitled to vote as of the record date, 70,839,972 shares, or approximately 70.86%, were present in person or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders approved all of the nominees and proposals, specifically (1) the election of each of John H. Hollowell, Patrick Carey Lowe and Adam C. Peakes as a Class I director to hold office until the Company’s annual meeting of stockholders in 2025 and until his respective successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal; (2) the compensation of the Company’s executive officers; and (3) the ratification of the appointment of Deloitte & Touché LLP as the Company’s independent auditors for fiscal year 2021.

The final results of the voting on the matters submitted to the stockholders were as follows:

		Votes Cast For					Votes Cast Against
		Number		% of Votes Cast			Number		% of Votes Cast			Abstain
1.	Election of Class I Directors
	John H. Hollowell		60,399,593		91.02	%		5,961,151		8.98	%		4,479,228
	Patrick Carey Lowe		60,403,711		91.02	%		5,957,033		8.98	%		4,479,228
	Adam C. Peakes		60,401,253		91.02	%		5,957,728		8.98	%		4,480,991
2.	Advisory Approval of Executive Compensation		60,692,756		91.76	%		5,447,454		8.24	%		4,699,762
3.	Ratification of Deloitte & Touché LLP as Independent Auditors for 2021		62,891,845		94.76	%		3,479,504		5.24	%		4,468,623

In addition, the terms of the following directors continued after the Meeting:

Neal P. Goldman

Raj Iyer

Ane Launy

Bernie Wolford, Jr.

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.

Date: January 24, 2022	DIAMOND OFFSHORE DRILLING, INC.
	By:	/s/ David L. Roland
		David L. Roland Senior Vice President, General Counsel and Secretary

3

XML

Document and Entity Information	Jan. 21, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000949039
Document Type	8-K
Document Period End Date	Jan. 21, 2022
Entity Registrant Name	Diamond Offshore Drilling, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-13926
Entity Tax Identification Number	76-0321760
Entity Address, Address Line One	15415 Katy Freeway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77094
City Area Code	(281)
Local Phone Number	492-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false