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Transocean 8-K 2010

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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): May 19, 2010 (May 14, 2010)

 

 

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Switzerland   000-53533   98-0599916

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

10 Chemin de Blandonnet

1214 Vernier, Geneva

Switzerland

  CH-1214
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: +41 (22) 930-9000

 

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

Transocean Ltd. (the “Company”) held its Annual General Meeting of Shareholders on May 14, 2010, in Zug, Switzerland. The shareholders took action on the following matters at the meeting.

1. Proposal regarding the approval of the 2009 Annual Report, including the consolidated financial statements of the Company for fiscal year 2009 and the statutory financial statements of the Company for fiscal year 2009.

 

For

   Against    Abstain    Broker Non-Votes

202,705,061

   603,747    1,394,950    N/A

This item was approved.

2. Proposal regarding the discharge of the members of the Board of Directors and the executive officers from liability for activities during fiscal year 2009.

 

For

   Against    Abstain    Broker Non-Votes

192,753,696

   6,108,806    5,841,256    N/A

This item was approved.

3. Proposal regarding the appropriation of the available earnings for fiscal year 2009 to be carried forward.

 

For

   Against    Abstain    Broker Non-Votes

202,967,116

   868,715    867,927    N/A

This item was approved.

4. Proposal regarding the change of the Company’s place of incorporation in Switzerland.

 

For

   Against    Abstain    Broker Non-Votes

202,827,553

   985,224    890,981    N/A

This item was approved.


5. Proposal for the renewal of the Company’s authorized share capital.

 

For

   Against    Abstain    Broker Non-Votes

117,871,754

   85,431,562    1,400,442    N/A

This item was not approved.

6. Proposal regarding the distribution to shareholders in the form of a par value reduction.

 

For

   Against    Abstain    Broker Non-Votes

202,544,544

   1,200,550    948,664    N/A

7. Proposal regarding the amendments to the Articles of Association to reflect The Swiss Federal Act on Intermediated Securities.

 

For

   Against    Abstain    Broker Non-Votes

202,683,657

   996,902    1,023,199    N/A

This item was approved.

8. Proposal regarding the election or reelection of Class II Directors of the Company to serve until the 2013 Annual General Meeting of Shareholders and until their respective successors have been duly elected.

 

Name of Nominee for Class II Director

   For    Against    Abstain    Broker Non-Votes

Steven L. Newman

   165,867,852    644,510    647,709    37,543,686

Thomas W. Cason

   165,172,828    771,988    1,215,255    37,543,686

Robert M. Sprague

   165,794,768    717,527    647,776    37,543,686

J. Michael Talbert

   163,349,882    3,146,462    663,727    37,543,686

John L. Whitmire

   165,622,959    866,442    670,670    37,543,686

Mr. Newman was elected to the Board of Directors, and the other nominees were reelected to the Board of Directors.


9. Proposal regarding the approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2010 and reelection of Ernst & Young Ltd., Zurich, as the Company’s auditor pursuant to the Swiss Code of Obligations for a further one-year term.

 

For

   Against    Abstain    Broker Non-Votes

201,989,627

   2,029,308    684,823    N/A

This item was approved.


SIGNATURES

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.

 

  TRANSOCEAN LTD.
Date: May 19, 2010     By:  

/s/ Margaret C. Fitzgerald

      Margaret C. Fitzgerald
      Associate General Counsel
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