DIAMOND OFFSHORE DRILLING, INC. Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnMay 10, 2023 ,Diamond Offshore Drilling, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting") at which the holders of the Company's common stock, upon the recommendation of the Company's Board of Directors (the "Board"), approved a proposal to amend and restate the Company's Third Amended and Restated Certificate of Incorporation to declassify the Board over a three-year period such that directors elected beginning at the Company's 2024 annual meeting of stockholders and at each subsequent annual meeting will be elected to one-year terms, and the Board will be fully declassified following the Company's 2026 annual meeting of stockholders.
On
This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Stockholders
OnMay 10, 2023 , the Company held the Meeting at its offices inHouston, Texas . Of the 101,416,965 shares of common stock outstanding and entitled to vote as of the record date, 79,951,370 shares, or approximately 78.83%, were present in person or represented by proxy at the Meeting. At the Meeting, the Company's stockholders approved all of the nominees and proposals, specifically (1) the election of each ofPatrice Douglas andNeal P. Goldman as a Class II director to hold office until the Company's annual meeting of stockholders in 2026 and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal; (2) the compensation of the Company's executive officers; (3) holding future advisory votes on executive compensation on an annual basis; (4) the ratification of the appointment ofDeloitte & Touche LLP as the Company's independent auditors for fiscal year 2023; and (5) amendments set forth in the Restated Certificate to declassify the Board on a phased-in basis. 2
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The final results of the voting on the matters submitted to the stockholders
were as follows:
Votes Cast For Votes Cast Against
% of % of
Votes Votes Broker
Number Cast Number Cast Abstain Non-Votes
1. Election of Class II Directors
Patrice Douglas 70,072,103 99.74 % 176,315 0.25 % 378,735 9,324,217
Neal P. Goldman 61,636,441 87.48 % 8,819,434 12.51 % 171,278 9,324,217 2. Advisory Approval of Executive Compensation
69,269,852 98.35 % 1,159,826 1.64 % 197,475 9,324,217
3. Advisory Vote on Frequency of
Future Advisory Votes on
Executive Compensation 9,324,217
Every Year 70,370,073 99.73 % - - - -
Every Two Years 17,918 0.02 % - - - -
Every Three Years 168,523 0.23 % - - - -
Abstain - - - - 70,639 -
4. Ratification of Deloitte &
Touche LLP as Independent
Auditors for 2023 78,308,321 98.07 % 1,537,408 1.92 % 105,641 -
Votes Cast For Votes Cast Against
% of % of
Shares Shares
Out- Out- Broker
Number standing Number standing Abstain Non-Votes
5. Approve Amendments in the
Restated Certificate to
Declassify the Board 70,501,616 69.51 % 29,041 0.02 % 96,496 9,324,217
The Board is currently comprised of seven members, and the terms of the following incumbent directors continued after the Meeting:
Benjamin C. Duster , IV John H. HollowellPatrick Carey Lowe Adam C. Peakes Bernie Wolford , Jr. In light of the results of the advisory vote of the stockholders on the frequency of future advisory stockholder votes on executive compensation as reported above, the Board has determined that the Company will hold an advisory vote every year to approve the compensation of the named executive officers of the Company, until the next stockholder advisory vote on the frequency of future advisory stockholder votes on executive compensation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit number Description 3.1 Fourth Amended and Restated Certificate of Incorporation ofDiamond Offshore Drilling, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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