England and Wales | 1-8097 | 98-0635229 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
¨ 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT | |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(i) To re-elect Directors to serve until the 2016 Annual General Meeting of Shareholders: |
a. J. Roderick Clark | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
162,321,049 | 3,857,050 | 434,147 | 36,922,439 |
b. Roxanne J. Decyk | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
161,703,006 | 4,477,235 | 432,005 | 36,922,439 |
c. Mary E. Francis CBE | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
162,201,579 | 3,987,638 | 423,029 | 36,922,439 |
d. C. Christopher Gaut | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
162,095,787 | 4,084,811 | 431,648 | 36,922,439 |
e. Gerald W. Haddock | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
160,618,910 | 5,552,171 | 441,165 | 36,922,439 |
f. Francis S. Kalman | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
161,512,013 | 4,667,363 | 432,870 | 36,922,439 |
g. Keith O. Rattie | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
162,518,686 | 3,651,290 | 442,270 | 36,922,439 |
h. Paul E. Rowsey, III | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
160,941,450 | 5,236,175 | 434,621 | 36,922,439 |
i. Carl G. Trowell | ||||||
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
164,552,852 | 1,617,106 | 442,288 | 36,922,439 |
(ii) To authorise the Board of Directors to allot shares: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
195,734,820 | 5,082,626 | 2,717,239 | N/A |
(iii) To ratify the Audit Committee's appointment of KPMG LLP as our U.S. independent registered public accounting firm for the year ended December 31, 2015: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
199,327,682 | 3,446,662 | 760,341 | N/A |
(iv) To appoint KPMG LLP as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the 2015 Annual General Meeting until the conclusion of the next annual general meeting of shareholders at which accounts are laid before the Company): |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
199,354,235 | 3,413,860 | 766,590 | N/A |
(v) To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
200,886,064 | 1,962,799 | 685,822 | N/A |
(vi) To approve an amendment to the Ensco plc 2012 Long-Term Incentive Plan and to approve the Performance-Based Provisions of the Plan pursuant to Internal Revenue Code Section 162(m): |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
147,712,667 | 18,209,270 | 690,309 | 36,922,439 |
(vii) To approve the Performance-Based Provisions of the ENSCO 2005 Cash Incentive Plan pursuant to Internal Revenue Code Section 162(m): |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
162,121,771 | 3,870,815 | 619,660 | 36,922,439 |
(viii) A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended December 31, 2014: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
156,387,095 | 9,566,128 | 659,023 | 36,922,439 |
(ix) A non-binding advisory vote to approve the compensation of our named executive officers: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
152,076,586 | 13,818,514 | 717,146 | 36,922,439 |
(x) A non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended December 31, 2014 (in accordance with legal requirements applicable to U.K. companies): |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
199,351,025 | 1,222,873 | 2,960,787 | N/A |
(xi) To approve the disapplication of pre-emption rights: |
Broker | ||||||
Votes For | Votes Against | Votes Abstain | Non-Votes | |||
164,222,941 | 1,534,806 | 854,499 | 36,922,439 |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No. | Description |
10.1 | Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015. |
10.2 | Amended and Restated ENSCO International Incorporated 2005 Cash Incentive Plan (as revised and restated for amendments through March 30, 2015) (incorporated by reference to Annex 3 to the Company's Proxy Statement filed on April 3, 2015, File No. 1-08097). |
Ensco plc | ||
Date: May 19, 2015 | /s/ Brady K. Long Brady K. Long Vice President - General Counsel and Secretary |
Exhibit No. | Description |
10.1 | Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015. |
10.2 | Amended and Restated ENSCO International Incorporated 2005 Cash Incentive Plan (as revised and restated for amendments through March 30, 2015) (incorporated by reference to Annex 3 to the Company's Proxy Statement filed on April 3, 2015, File No. 1-08097). |