Shareholder Vote

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 7, 2023   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 2023 Annual General Meeting of Shareholders in Bermuda on June 7, 2023. (b) There were 75,181,200 shares entitled to vote at the meeting based on the April 17, 2023 record date, of which 64,298,486 shares, or 85.52%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2023 Proxy Statement, were voted on at the meeting: (1) To elect each of the following Directors to serve until the next 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 57,585,180 58,679 469,232 6,185,395 b. Dick Fagerstal Broker Votes For Votes Against Votes Abstain Non-Votes 55,281,024 2,362,875 469,192 6,185,395 c. Joseph Goldschmid Broker Votes For Votes Against Votes Abstain Non-Votes 57,238,489 405,336 469,266 6,185,395 d. Catherine J. Hughes Broker Votes For Votes Against Votes Abstain Non-Votes 57,619,474 24,392 469,225 6,185,395 e. Kristian Johansen Broker Votes For Votes Against Votes Abstain Non-Votes 57,622,765 20,957 469,369 6,185,395 f. Elizabeth D. Leykum Broker Votes For Votes Against Votes Abstain Non-Votes 57,270,951 372,770 469,370 6,185,395 g. Deepak Munganahalli Broker Votes For Votes Against Votes Abstain Non-Votes 55,314,946 2,328,776 469,369 6,185,395 h. James W. Swent, III Broker Votes For Votes Against Votes Abstain Non-Votes 52,593,992 5,049,730 469,369 6,185,395 (2) To approve on an advisory, non-binding basis the compensation of the Company's named executive officers: Broker Votes For Votes Against Votes Abstain Non-Votes 56,537,285 1,027,491 548,315 6,185,395 (3) To vote, on an advisory, non-binding basis the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: 1 Year 2 Years 3 Years Abstain 56,947,918 3,474 678,919 482,780 (4) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the next Annual General Meeting of Shareholders 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 62,139,867 1,657,252 501,367 N/A (d) Frequency of Shareholder Votes on Executive Compensation . Consistent with the recommendation of the Company's board of directors, the Company’s shareholders recommended, by advisory, non-binding vote, a one-year frequency of future advisory votes on executive compensation. In accordance with these results and its previous recommendation, the Company's board of directors determined that future advisory votes on executive compensation will be held every one-year until the next required advisory vote on the frequency of shareholder votes on the compensation of named executive officers, which the Company expects to hold no later than its 2029 Annual General Meeting of Shareholders. 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 7, 2023 /s/ Davor Vukadin   Davor Vukadin   Senior Vice President and General Counsel