Nabors Announces Further Changes to Corporate Governance and Compensation
HAMILTON, Bermuda, April 14, 2014
HAMILTON, Bermuda, April 14, 2014 /PRNewswire/ -- Nabors Industries Ltd.
(NYSE: NBR) announced today additional changes to its corporate governance and
compensation practices. Building upon initiatives announced during 2013, these
changes reflect the Company's ongoing dialogue with its shareholders.
oThe Company has adopted a policy to separate the roles of Chairman of the
Board and CEO following the tenure of the current Chairman and CEO, in
accordance with shareholder requests.
oThe Company also adopted a policy limiting severance payments to 2.99
times an executive's salary and bonus, formalizing an initiative already
implemented in the employment agreements of the CEO and CFO.
oThe Company has instituted a proxy access policy allowing eligible
shareholders to include director nominees with those nominated by the
Board in the Company's proxy materials. Any shareholder owning five
percent of the Company's shares for at least three consecutive years
following the Company's 2014 annual general meeting is eligible. The
Company will review this policy in three years and consider lowering the
ownership threshold in light of prevailing practices of other S&P 500
companies and discussions with shareholders.
oThe Company plans to ask shareholders to approve an advisory vote to
extend its shareholder rights plan at its 2014 annual general meeting.
oThe Company implemented a policy requiring public announcement of the
Board's reasoning if any director resignations tendered pursuant to its
director resignation policy are not accepted.
oThe Company has clarified in its governance guidelines that the Lead
Director may add agenda items for Board meetings and that the Board
includes gender in its diversity considerations.
"During the last two years, we have made significant progress in updating our
corporate governance. Since 2011, we have declassified the Board, restructured
compensation to better align with business performance and worked closely with
shareholders to address their concerns," said Chairman, President and Chief
Executive Officer Anthony G. Petrello. "These changes reflect the results of
our commitment to strengthening our corporate governance and compensation
practices, and open the door to an even more focused commitment to the
generation of long-term value for shareholders."
Petrello added, "I would like to express my appreciation to the California
State Teachers' Retirement System (CalSTRS) for their support and open-minded
approach throughout our governance discussions, and to Blue Harbour Group for
their helpful role."
Anne Sheehan, director of corporate governance at CalSTRS, said, "These
changes provide significant benefits to Nabors shareholders. After many
productive conversations with Nabors – and particularly Messrs. Petrello and
Yearwood – regarding proxy access and other issues, we commend the positive
progress the company has made in strengthening its corporate governance
principles on the issues of most interest to shareholders. In particular, only
a handful of companies have implemented proxy access, and this policy is a
significant step in the right direction. We appreciate management's
commitment to more transparency and accountability and look forward to seeing
what the future holds for Nabors."
Clifton S. Robbins, Chief Executive Officer of Blue Harbour Group, commented,
"As a lead stockholder of Nabors, we are pleased by the renewed commitment of
management and the Board to good corporate governance. Having passed this
milestone, Nabors' management now can redouble their efforts to advance the
company's strategic objectives, which already have begun to deliver
significant value to shareholders."
About Nabors Industries
Nabors owns and operates the world's largest land-based drilling rig fleet and
has one of the largest completion services and workover and well servicing rig
fleets in North America. The company is a leading provider of offshore
platform workover and drilling rigs in the U.S. and multiple international
markets. Nabors provides innovative drilling technology and equipment,
directional drilling and comprehensive oilfield services in most of the
significant oil and gas markets in the world.
Denny Smith, Nabors, +1 281 775 8038
SOURCE Nabors Industries Ltd.
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