Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240. 14a-12
Ensco plc
 
 
 
 
 
(Name of Registrant as Specified in Its Charter)
 
 
 
 
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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***Exercise Your Right to Vote***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on 21 May 2018.
VOTE DEADLINE - 3:00 P.M. EASTERN TIME ON 18 MAY 2018 (OR 11:59 P.M. EASTERN TIME ON
15 MAY 2018 FOR EMPLOYEES HOLDING SHARES IN OUR BENEFIT PLANS).
ENSCO PLC
 
                      Meeting Information
Meeting Type:  Annual General Meeting of Shareholders
For record holders as of:  26 March 2018
Date:  21 May 2018 Time:  8:00 a.m. London Time
Location:  Serpentine Suite of the Hilton London on Park Lane
                  22 Park Lane
                  London, W1K 1BE, UNITED KINGDOM
 
 
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You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.
ATTN: INVESTOR RELATIONS
5847 SAN FELIPE STREET
SUITE 3300
HOUSTON, TX 77057

 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.








— Before You Vote —
How to Access the Proxy Materials
 
  
Proxy Materials Available to VIEW or RECEIVE:
 
NOTICE, PROXY STATEMENT, ANNUAL REPORT AND UNITED KINGDOM STATUTORY ACCOUNTS
 
How to View Online:
 
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How to Request and Receive a PAPER or E-MAIL Copy:
 
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1) BY INTERNET:
  
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before 7 May 2018 to facilitate timely delivery.
 
 
 
 
  
 
— How To Vote —
Please Choose One of the Following Voting Methods
 
 
  
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow àXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to present the proxy card you hold in order to speak or vote shares held in your account. Please refer to the proxy statement for additional information.
 






Voting Items
The Board of Directors recommends a vote "For" Resolutions 1 through 12.
1.
To re-elect Directors to serve until the 2019 Annual General Meeting of Shareholders:
 
 
 
 
Nominees:
 
5.
To approve the Ensco plc 2018 Long-Term Incentive Plan.


 
1a. J. Roderick Clark
 
6.
A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2017.


 
1b. Roxanne J. Decyk
 
 
1c. Mary E. Francis CBE
 
7.
A non-binding advisory vote to approve the compensation of our named executive officers.

 
1d. C. Christopher Gaut
 
 
1e. Jack E. Golden
 
8.
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 31 December 2017.

 
1f. Gerald W. Haddock
 
 
1g. Francis S. Kalman
 
9.
To (i) approve the terms of one or more agreements providing for the purchase by the Company of up to 65.0 million shares for up to a maximum of $500 million in aggregate from one or more financial intermediaries and (ii) authorise the Company to make off-market purchases of shares pursuant to such agreements, the full text of which can be found in "Resolution 9" of the accompanying proxy statement.

 
1h. Keith O. Rattie
 
 
1i. Paul E. Rowsey, III
 
 
1j. Carl G. Trowell
 
 
1k. Phil D. Wedemeyer
 
10.
To authorise the Board of Directors to allot shares, the full text of which can be found in "Resolution 10" of the accompanying proxy statement.

2.
To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ending 31 December 2018.

 
3.
To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company).

 
11.
To approve the general disapplication of pre-emption rights, the full text of which can be found in "Resolution 11" of the accompanying proxy statement.
4.
To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration.


 
12.
To approve the disapplication of pre-emption rights in connection with an acquisition or specified capital investment, the full text of which can be found in "Resolution 12" of the accompanying proxy statement.