Document
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): March 6, 2017
Ensco plc
(Exact name of registrant as specified in its charter)
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England and Wales | 1-8097 | 98-0635229 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6 Chesterfield Gardens
London, England W1J 5BQ
(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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 6, 2017, the Compensation Committee of the Board of Directors of Ensco plc (the “Company”) granted retention awards to the Company’s executive officers, in each case on the terms and subject to the conditions of such executive officer’s retention award agreement (collectively, the “Retention Award Agreements”). The retention award amounts for our principal executive officer, principal financial officer and each named executive officer are set forth below.
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Executive | | 2018 Retention Payment | | 2019 Retention Payment | | Total Retention Award |
Carl G. Trowell | | £ | 900,000 |
| | £ | 900,000 |
| | £ | 1,800,000 |
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Jonathan Baksht | | $ | 637,500 |
| | $ | 637,500 |
| | $ | 1,275,000 |
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P. Carey Lowe | | $ | 775,000 |
| | $ | 775,000 |
| | $ | 1,550,000 |
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Steven J. Brady | | $ | 490,000 |
| | $ | 490,000 |
| | $ | 980,000 |
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John S. Knowlton | | $ | 450,000 |
| | $ | 450,000 |
| | $ | 900,000 |
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Pursuant to the Retention Award Agreements, the executive will earn (i) one-half of the retention award if such executive remains employed through December 31, 2017 and (ii) the second half of the retention award if such executive remains employed through December 31, 2018. If earned, each of the retention payments will be paid in a lump sum in cash on or before January 15, 2018 and 2019, respectively. The Retention Award Agreements provide for accelerated vesting, in whole or in part, upon death, permanent and total disability, termination without cause, and termination without cause or resignation for good reason within two years following a change of control. If an executive voluntarily resigns or is terminated for cause, any then unearned portion of such executive’s retention award is forfeited.
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.
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| | | Ensco plc |
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Date: | March 10, 2017 | | /s/ Michael T. McGuinty Michael T. McGuinty Senior Vice President, General Counsel and Secretary |