Shareholders Overwhelmingly Approve Transocean's Dividend Proposal at 2013 Annual General Meeting
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Transocean Ltd. /
Shareholders Overwhelmingly Approve Transocean's Dividend Proposal at 2013
Annual General Meeting
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Over 75% of Non-Icahn Shares Support Company's Capital Allocation Strategy
Four Transocean Director Nominees Elected
ZUG, SWITZERLAND--(Marketwired - May 17, 2013) - Transocean Ltd. (NYSE: RIG)
(SIX: RIGN) today announced that the Board's capital allocation strategy
received overwhelming support from shareholders. Excluding the Icahn Group's
shares, more than 75% of the total votes cast in favor of a dividend at the
2013 Annual General Meeting ("AGM") supported the Board's dividend proposal of
$2.24 per share out of additional paid-in capital, soundly rejecting the Icahn
Group's proposal for an annual dividend of $4.00 per share. The Board expects
that the approved dividend will be payable in four quarterly installments set
for June 2013, September 2013, December 2013 and March 2014.
Shareholders also elected four of the company's five Director nominees,
including Frederico F. Curado, Thomas W. Cason, Steven L. Newman, and Robert M.
Sprague. J. Michael Talbert, who had previously announced his intention to
retire from the company's Board of Directors, was not re-elected. One nominee
proposed by the Icahn Group, Samuel Merksamer, was elected. There are now
fourteen directors on Transocean's Board.
The company issued the following statement:
We thank all of our shareholders for their participation in this process and for
supporting the company's proposals. Their approval of the company's dividend and
Board nominees is an endorsement of our balanced approach to value creation
which includes maintaining a flexible balance sheet characterized by an
investment grade rating on our debt; making disciplined, high-return investments
in the business; and returning excess capital to our shareholders. We also
recognize and express our gratitude to Mike Talbert for his many years of
exceptional service to Transocean, its employees, and its shareholders.
Shareholders also approved the following Board proposals:
* The 2012 Annual Report, including the consolidated financial statements for
fiscal year 2012 and the statutory financial statements for fiscal year
2012;
* The appropriation of available earnings for fiscal year 2012;
* An advisory vote approving the compensation of the company's named executive
officers; and
* The appointment of Ernst & Young LLP as the company's independent registered
public accounting firm for fiscal year 2013, and the reelection of Ernst &
Young Ltd, Zurich, as the company's auditor for another one-year term.
The proposal submitted by the Icahn Group to repeal the company's staggered
Board was not voted on at the AGM as the special attendance quorum for the
proposal was not satisfied. As a result, the five newly-elected directors will
serve as Class II directors until the Annual General Meeting in
2016. Additionally, the proposal to renew the Board's authority to issue shares
out of authorized share capital did not receive the required approval of at
least two-thirds of the shares represented at the meeting.
About Transocean
Transocean is a leading international provider of offshore contract drilling
services for oil and gas wells. The company specializes in technically demanding
sectors of the global offshore drilling business with a particular focus on
deepwater and harsh environment drilling services, and believes that it operates
one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of,
83 mobile offshore drilling units consisting of 48 High-Specification Floaters
(Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25 Midwater
Floaters and 10 High-Specification Jackups. In addition, we have six Ultra-
Deepwater Drillships and two High-Specification Jackups under construction.
For more information about Transocean, please visit the website
www.deepwater.com.
Contact Information
Analyst Contacts:
Thad Vayda
+1 713-232-7551
Diane Vento
+1 713-232-8015
Media Contact:
Guy A. Cantwell
+1 713-232-7647
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Transocean Ltd. via Thomson Reuters ONE
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Datum: 17.05.2013 - 19:56 Uhr
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