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8-KThe WireRoutine

Shareholder Vote

Filed Jun 9, 2022 · 4y ago · Accession 0000314808-22-000056

Plain English

Material event — a significant development the company must disclose promptly.

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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):  June 8, 2022   Valaris Limited (Exact name of registrant as specified in its charter)   Bermuda 001-08097 98-1589854 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)   Clarendon House, 2 Church Street Hamilton , Bermuda HM 11 (Address of Principal Executive Offices and Zip Code)   Registrant’s telephone number, including area code: 44 (0)   20 7659 4660   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: ☐ 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 Act: Title of each class Ticker Symbol(s) Name of each exchange on which registered Common Shares VAL New York Stock Exchange Warrants to purchase Common Shares VAL WS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 (a) Valaris Limited (the "Company") held its 2022 Annual General Meeting of Shareholders in Bermuda on June 8, 2022. (b) There were 75,000,058 shares entitled to vote at the meeting based on the April 13, 2022 record date, of which 57,754,909 shares, or 77%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2022 Proxy Statement, were voted on at the meeting: (1) To elect each of the following Directors to serve until the 2023 Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company: a. Anton Dibowitz Broker Votes For Votes Against Votes Abstain Non-Votes 48,017,148 7,302 318,516 9,411,943 b. Gunnar Eliassen Broker Votes For Votes Against Votes Abstain Non-Votes 47,183,891 840,538 318,537 9,411,943 c. Dick Fagerstal Broker Votes For Votes Against Votes Abstain Non-Votes 48,015,571 8,962 318,433 9,411,943 d. Joseph Goldschmid Broker Votes For Votes Against Votes Abstain Non-Votes 47,074,123 950,327 318,516 9,411,943 e. Elizabeth D. Leykum Broker Votes For Votes Against Votes Abstain Non-Votes 47,872,795 151,877 318,294 9,411,943 f. Deepak Munganahalli Broker Votes For Votes Against Votes Abstain Non-Votes 48,016,820 7,619 318,527 9,411,943 g. James W. Swent, III Broker Votes For Votes Against Votes Abstain Non-Votes 47,594,136 430,397 318,433 9,411,943 (2) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the Annual General Meeting of Shareholders in 2023 and to authorize the Company's board of directors, acting through the Audit Committee, to determine KPMG LLP's remuneration: Broker Votes For Votes Against Votes Abstain Non-Votes 57,317,140 107,163 330,606 N/A (3) To approve on a non-binding, advisory basis the compensation of the Company's named executive officers: Broker Votes For Votes Against Votes Abstain Non-Votes 45,773,915 2,242,142 326,909 9,411,943 SIGNATURE   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.   Valaris Limited     Date: June 9, 2022 /s/ Davor Vukadin   Davor Vukadin   Senior Vice President and General Counsel
Filing details
Ticker
VAL
CIK
314808
Form type
8-K
Filing date
Jun 9, 2022
Report date
Jun 8, 2022
Document
val-20220608.htm
Size
247 KB