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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): June 4, 2024

 

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda   001-32657   98-0363970
(State or Other Jurisdiction of
Incorporation or Organization)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda		   N/A
(Address of principal executive offices)   (Zip Code)

 

(441) 292-1510

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

¨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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which
registered
Common shares   NBR   NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The annual general meeting of shareholders (the “Annual Meeting”) of the Company was held on June 4, 2024. Holders of 8,600,800 shares, representing 80.35% of our outstanding shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.

 

As explained in our proxy statement relating to the Annual Meeting:

 

·In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast. However, the Company has adopted a policy requiring that, in the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his or her election, he or she must promptly tender his or her contingent resignation from the Board of Directors (the “Board”), which the Board will accept unless it determines that it would not be in the Company’s best interests to do so.

 

·Approval of the other matters considered at the Annual Meeting required the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting, with abstentions having the effect of votes against a proposal and broker nonvotes being disregarded in the calculation.

 

The matters voted upon at the Annual Meeting were:

 

 A. Election of Directors*

 

   Shares For  Shares Withheld  Nonvotes  Result
Tanya S. Beder  4,321,010  3,180,481  1,099,309  Approved
Anthony R. Chase  4,490,836  3,010,655  1,099,309  Approved
James R. Crane  6,887,980  613,511  1,099,309  Approved
John P. Kotts  4,491,779  3,009,712  1,099,309  Approved
Michael C. Linn  6,039,186  1,462,305  1,099,309  Approved
Anthony G. Petrello  6,905,614  595,877  1,099,309  Approved
John Yearwood  6,835,831  665,660  1,099,309  Approved

 

*All directors were elected by a majority of shares voted.

 

B. Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Independent Auditor’s Remuneration

 

For 8,515,468  
Against 78,143  
Abstain 7,189  

 

RESULT: Approved (99.01% For)

 

C. Advisory Vote on Compensation of Named Executive Officers

 

For  4,137,378 
Against  3,350,665 
Abstain  13,448 
Nonvotes  1,099,309 

 

RESULT: Approved (55.15% For)

 

 

 

D. Approval of Amendment No. 3 to the Company’s Amended and Restated 2016 Stock Plan

 

For  6,693,766 
Against  796,575 
Abstain  11,150 
Nonvotes  1,099,309 

 

RESULT: Approved (89.23%)

 

 

 

 

SIGNATURE

 

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.

 

  Nabors Industries Ltd.
   
Date: June 6, 2024 By: /s/ Mark D. Andrews
    Name: Mark D. Andrews
    Title: Corporate Secretary

 

 

 

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Jun. 04, 2024
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Document Period End Date Jun. 04, 2024
Entity File Number 001-32657
Entity Registrant Name NABORS INDUSTRIES LTD.
Entity Central Index Key 0001163739
Entity Tax Identification Number 98-0363970
Entity Incorporation, State or Country Code D0
Entity Address, Address Line One Crown House
Entity Address, Address Line Two 4 Par-la-Ville Road
Entity Address, Address Line Three Second Floor
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Title of 12(b) Security Common shares
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