Shareholders Overwhelmingly Approve Transocean's Dividend Proposal at 2013
Annual General Meeting
Over 75% of Non-Icahn Shares Support Company's Capital Allocation
Four Transocean Director Nominees Elected
ZUG, SWITZERLAND -- (Marketwired) -- 05/17/13 -- 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
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 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.
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
Guy A. Cantwell
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