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 12, 2024   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 2024 Annual General Meeting of Shareholders in Bermuda on June 12, 2024. (b) There were 72,410,818 shares entitled to vote at the meeting based on the April 15, 2024 record date, of which 63,955,090 shares, or 88.32%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2024 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 58,040,894 45,423 20,669 5,848,104 b. Dick Fagerstal Broker Votes For Votes Against Votes Abstain Non-Votes 58,032,824 54,871 19,291 5,848,104 c. Joseph Goldschmid Broker Votes For Votes Against Votes Abstain Non-Votes 57,478,143 608,179 20,664 5,848,104 d. Catherine J. Hughes Broker Votes For Votes Against Votes Abstain Non-Votes 58,032,976 52,888 21,122 5,848,104 e. Kristian Johansen Broker Votes For Votes Against Votes Abstain Non-Votes 58,054,948 29,310 22,728 5,848,104 f. Elizabeth D. Leykum Broker Votes For Votes Against Votes Abstain Non-Votes 57,591,986 494,768 20,232 5,848,104 g. Deepak Munganahalli Broker Votes For Votes Against Votes Abstain Non-Votes 57,184,541 896,641 25,804 5,848,104 h. James W. Swent, III Broker Votes For Votes Against Votes Abstain Non-Votes 51,066,695 7,018,707 21,584 5,848,104 (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 56,320,074 1,747,224 39,688 5,848,104 (3) 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 60,260,957 3,672,691 21,442 N/A 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 17, 2024 /s/ Davor Vukadin   Davor Vukadin   Senior Vice President and General Counsel