UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 27, 2024, Diamond Offshore Drilling, Inc. (“Diamond Offshore”) held a special meeting of its stockholders (the “Special Meeting”) in Houston, Texas. As of the close of business on July 19, 2024, the record date for the Special Meeting, there were 102,911,311 shares of Diamond Offshore common stock (“Common Stock”) outstanding. A total of approximately 80,319,744 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. At the Special Meeting, Diamond Offshore stockholders voted on the following three proposals:
| (a) | A proposal to adopt the Agreement and Plan of Merger, dated June 9, 2024 (the “merger agreement”), by and among Noble Corporation plc, a public limited company organized under the Laws of England and Wales (“Noble”), Dolphin Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned subsidiary of Noble (“Merger Sub 1”), Dolphin Merger Sub 2, Inc., a Delaware corporation and indirect wholly owned subsidiary of Noble (“Merger Sub 2”), and Diamond Offshore, a Delaware corporation, pursuant to which, and upon the terms and subject to the conditions set forth therein, Merger Sub 1 will be merged with and into Diamond Offshore, with Diamond Offshore surviving and becoming an indirect wholly owned subsidiary of Noble, and immediately thereafter, Diamond Offshore, as the surviving entity in the first merger, will merge with and into Merger Sub 2 (together with the first merger, the “mergers,” and the mergers, together with the other transactions contemplated by the merger agreement, the “transactions”), with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble (“Proposal 1”); |
| (b) | A proposal on an advisory, non-binding basis to approve the compensation that may be paid or become payable to Diamond Offshore’s named executive officers that is based on or otherwise related to the transactions (“Proposal 2”); and |
| (c) | A proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the Special Meeting to adopt the merger agreement (“Proposal 3”). |
For additional information on these proposals, please see the proxy statement/prospectus for the Special Meeting, dated July 25, 2024.
At the Special Meeting, Proposal 1 was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock entitled to vote on the proposal. Proposal 2 was approved, on an advisory basis, by the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the proposal. Proposal 3 was approved by the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the proposal.
The voting results for each of these proposals are set forth below:
Proposal 1 - Adoption of the Merger Agreement
| Votes Cast For |
Votes Cast Against |
Votes Abstained |
Broker Non-Votes | |||
| 80,115,016 |
86,308 |
118,420 |
— |
Proposal 2 - Approval, on an advisory, non-binding basis, of the compensation of Diamond Offshore’s named executive officers
| Votes Cast For |
Votes Cast Against |
Votes Abstained |
Broker Non-Votes | |||
| 79,459,816 |
691,011 |
168,916 |
— |
Proposal 3 - Approval of the adjournment of the Special Meeting, if needed
| Votes Cast For |
Votes Cast Against |
Votes Abstained |
Broker Non-Votes | |||
| 77,426,600 |
2,745,268 |
147,875 |
— |
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.
| DIAMOND OFFSHORE DRILLING, INC. | ||||||
| /s/ David L. Roland | ||||||
| Name: | David L. Roland | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
| August 27, 2024 | ||||||