Borr Drilling Ltd 6-K, filed Mar 18, 2025
Borr Drilling Ltd (BORR)
6-K
2025-03-18
For: 2025-03-17
View Original
Added on
April 10, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on March 18, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
March 17, 2025
Commission File Number 001-39007
Borr Drilling Limited
S. E. Pearman Building
2nd Floor 9 Par-la-Ville Road
Hamilton HM11
Bermuda
(Address of principal executive office)
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibits
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Press Release
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| 99.2 |
AGM Notice 2025 (USA) |
| 99.3 |
AGM Notice 2025 (Norway) |
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, thereunto duly authorized.
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BORR DRILLING LIMITED
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Date: March 17, 2025
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By:
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/s/ Mi Hong Yoon
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Name:
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Mi Hong Yoon
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Title:
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Director
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Exhibit 99.1
Borr Drilling Limited - Notice of Annual General Meeting
The Annual General Meeting of Shareholders of Borr Drilling Limited (the “Company”) (NYSE “BORR”) will be held on Wednesday May 21, 2025.
The Board of Directors has fixed the close of business on March 6, 2025, as the record date for determination of the shareholders entitled to receive notice of, attend and vote at the Annual General Meeting or any adjournment thereof.
A copy of the Notice of the Annual General Meeting and Form of Proxy will be distributed to shareholders by normal distribution methods and is attached to this press release. Associated information, including the
Company's Annual Report, can be found on the Company's website www.borrdrilling.com.
Any questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208
Hamilton, Bermuda
March 17, 2025
Exhibit 99.2
NOTICE OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS
MAY 21, 2025
NOTICE IS HEREBY given that the Annual General Meeting
of Shareholders of Borr Drilling Limited (the “Company”) (NYSE: “BORR”) will be held at the Registered Office of the Company, 2nd Floor, S.E. Pearman Building, 9
Par-la-Ville Road, Hamilton HM 11, Bermuda and via Microsoft Teams on Wednesday, May 21, 2025, at 10:00 am (local time) for the following purposes, all of which are more completely set forth in the accompanying information statement:
To receive the audited consolidated financial statements of the Company for the year ended December 31, 2024.
To consider the following Company proposals:
| 1. |
To set the maximum number of Directors to be not more than seven.
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| 2. |
To re-elect Tor Olav Trøim as a Director of the Company.
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| 3. |
To re-elect Alexandra Kate Blankenship as a Director of the Company.
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| 4. |
To re-elect Neil J. Glass as a Director of the Company.
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| 5. |
To re-elect Mi Hong Yoon as a Director of the Company.
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| 6. |
To re-elect Daniel W. Rabun as a Director of the Company.
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| 7. |
To re-elect Jeffrey R. Currie as a Director of the Company.
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| 8. |
To re-elect Patrick Schorn as a Director of the Company.
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| 9. |
To re-appoint PricewaterhouseCoopers LLP as auditors and to authorize the Directors to determine their remuneration.
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| 10. |
To approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$1,400,000 for the year ending December 31, 2025.
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By Order of the Board of Directors
Mi Hong Yoon
Secretary
Dated: March 14, 2025
Notes:
| 1. |
The Board of Directors has fixed the close of business on March 6, 2025, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any adjournment
thereof.
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| 2. |
Information concerning solicitation and voting for the AGM, in connection with the business proposals and a Form of
Proxy voting for the AGM, including the Company’s audited consolidated financial statements for the year ended December 31, 2024 are available on the Company’s website at https://borrdrilling.com/ under “Investor Relations”. Shareholders can request hard copies free of charge upon request by writing to us at: 2nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM
11, Bermuda, or send an e-mail to: ir@borrdrilling.com.
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| 3. |
No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person* or by proxy, together with the power of attorney or other authority (if any) under which it is
signed, or a copy of that power of attorney certified by a notary public, is sent to the Company Secretary at myoon@borrdrilling.com, to reach the Registered Office by not later than 48 hours before the time for holding the AGM.
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* At the time of publication of this Notice, it is anticipated that the AGM will proceed as a hybrid meeting, which means the Shareholders are able to join and participate in the
meeting either physically in person at the Registered Office, or via electronic remote participation. We strongly encourage Shareholders to participate remotely and submit a proxy electronically to ensure your shares are voted at the meeting.
| 4. |
If a Shareholder chooses to attend the AGM remotely, please contact the Company Secretary at ir@borrdrilling.com no later than 48 hours prior to the AGM, who will provide the Microsoft Teams link and dial in
numbers in advance of the AGM. Additionally, please pre-submit any questions to the Board and these will be answered at the AGM.
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| 5. |
Each of the resolutions set out above are Ordinary Resolutions, approval of which will require the affirmative vote of a majority of the votes cast.
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The following information is applicable to holders of shares registered in the United States only:
The Company is pleased to furnish its proxy materials for the AGM to its shareholders via the internet. The Company believes that this e-distribution notice and proxy process will expedite
shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of the Company’s Annual General Meeting. Accordingly, the Company will mail to its shareholders of record and beneficial owners instructions on how to
access the AGM materials via the Internet and how to vote online.
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, IF YOU ARE A SHAREHOLDER REGISTERED IN THE UNITED STATES YOU CAN USE THE INTERNET AS DESCRIBED IN PROXY MATERIALS, IN THE
ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; CALL THE TOLL-FREE TELEPHONE NUMBER AS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY CARD BY MAIL.
INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING”) OF BORR DRILLING LIMITED TO BE HELD ON MAY 21, 2025.
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended December 31, 2024 will be presented at the Meeting. These statements have
been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.
The Company’s audited consolidated financial statements are contained in our Annual Report on Form 20 F and available on our website at www.borrdrilling.com. Shareholders can request a hard copy free of charge
upon request by writing to us at: 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton, HM 11, Bermuda, or by sending an e-mail to: ir@borrdrilling.com. The audited consolidated financial statements of the Company for the year
ended December 31, 2024, have been provided to Shareholders via the internet as described above.
COMPANY PROPOSALS
PROPOSAL 1– MAXIMUM NUMBER OF DIRECTORS
It is proposed, in accordance with Bye-law 98, that the company set the maximum number of Directors at seven.
PROPOSALS 2, 3, 4, 5, 6, 7 AND 8 – ELECTION OF DIRECTORS
The Board has nominated the seven persons listed below for election as Directors of the Company, all of whom are presently members of the Board of Directors.
A majority of the nominees are independent under the New York Stock Exchange ("NYSE") corporate governance listing standards. To be considered independent, a director must have
no disqualifying relationships, as defined by the NYSE listing standards, and the Board must have affirmatively determined that he or she has no material relationships with the Company, either directly or as a partner, shareholder or officer of
another organization that has a relationship with the Company. The Board, having reviewed and considered all relevant relationships between the Company and that each non-executive director, Mrs. Blankenship, Mr. Glass, Mr. Currie and Mr. Rabun, meets
the independence standards for directors established by the NYSE listing standards and the Code, that each non-executive director who serves on the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board were also
determined to meet the additional independence and qualitative criteria of the NYSE’s listing standards applicable to directors serving on those committees. There are no family relationships among the director nominees or between any director nominee
and any executive officer.
As provided in the Company's Bye-laws, each Director is elected at each annual general meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or
her successor is appointed. The Board strongly supports their re-election and recommends that shareholders vote in favour of the proposed resolutions at the AGM.
Nominees For Election To The Company's Board of Directors
Information concerning the nominees for selection as Directors of the Company is set forth below:
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Name
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Director since
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Position with the Company
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Tor Olav Trøim
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2016
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Director and Chairman of the Board
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Alexandra Kate Blankenship
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2019
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Director, Audit Committee Chair and Compensation Committee Chair
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Neil J. Glass
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2019
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Director, Audit Committee Member and Nominating and Governance Committee Chair
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Mi Hong Yoon
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2022
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Director and Secretary
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Daniel W. Rabun
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2023
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Director, Compensation Committee Member
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Jeffrey R. Currie
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2023
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Director, Nominating and Governance Committee Member
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Patrick Schorn
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2023
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Director and Chief Executive Officer
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Mr. Tor Olav Trøim has
served as a Director on our Board since our incorporation and was our founder. He served as the Chairman of the Board from August 2017 until September 2019 and was appointed Chairman of the Board again in February 2022. Mr. Trøim is the founder and
sole shareholder of Magni Partners and is the senior partner (and an employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the UK. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr.
Trøim has over 30 years of experience in energy related industries serving in various positions. Before founding Magni Partners in 2014, Mr. Trøim was a Director of Seatankers Management Co. Ltd., from 1995 until September 2014 and was the Chief
Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. During his employment period for Seatankers, Mr. Troim also held executive positions in affiliated companies, which included being
CEO for Seadrill Ltd., Frontline Ltd., Ship Finance International Limited and Golar LNG Partners LP. Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985. Other directorships and management
positions include Magni Partners (Bermuda) Limited (Founding Partner), Golar LNG Limited (Chairman), Stolt-Nielsen Limited (Director) and Magni Sports AS (Director).
Mrs. Alexandra Kate Blankenship has served as a
Director on our Board and as Chair of our Audit Committee since February 26, 2019 and serves as Chair of our Compensation Committee. Mrs. Blankenship is a member of the Institute of Chartered Accountants in England and Wales and graduated from the
University of Birmingham with a Bachelor of Commerce in 1986. Mrs. Blankenship joined Frontline Ltd in 1994 and served as its Chief Accounting Officer and Company Secretary until October 2005. Among other positions, she has served on the board of
numerous publicly companies, including as Director and Audit Committee Chairperson of North Atlantic Drilling Ltd., Archer Limited, Golden Ocean Group Limited, Frontline Ltd., Avance Gas Holding Limited, Ship Finance International Limited, Seadrill
Limited, Seadrill Partners LLC, 2020 Bulkers Ltd, Diamond S Shipping Inc prior to its merger with International Seaways Inc and Eagle Bulk Shipping Inc prior to its merger with Star Bulk Carriers Corp. Mrs. Blankenship also serves as a Director
of International Seaways Inc.
Mr. Neil J. Glass has served as a Director on our Board
since December 2019 and also serves as an Audit Committee member and chairs our Nominating and Governance Committee. Mr. Glass worked for Ernst & Young for 11 years: seven years with the Edmonton, Canada office and four years with the Bermuda
office. In 1994, he became General Manager and in 1997 the sole owner of WW Management Limited, tasked with overseeing the day-to-day operations of several international companies. Mr. Glass has over 20 years’ experience as both an executive
director and as an independent non-executive director of international companies. Mr. Glass is a member of both the Chartered Professional Accountants of Bermuda and of Alberta, Canada, and is a Chartered Director and Fellow of the Institute of
Directors. Mr. Glass graduated from the University of Alberta in 1983 with a degree in Business. Mr. Glass also serves as a Director and Audit Committee Chair of Cool Company Ltd. And served as a Director and Audit Committee Member of 2020 Bulkers
Ltd and Golar LNG Partners LP.
Ms. Mi Hong Yoon joined the Company as a Director on
our Board and as our Company Secretary in March 2022. Ms. Yoon is a Managing Director of Golar Management (Bermuda) Limited since February 2022. Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance
Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. She has extensive international legal, regulatory, corporate
governance and compliance experience. Ms. Yoon graduated from the University of New South Wales with a Bachelor of Law degree (LLB) and earned a Master’s degree (LLM) in international economic law from the Chinese University of Hong Kong. She has
served as a Director and Secretary of Cool Company Ltd. Current directorships and management positions include Golar LNG Ltd. (Company Secretary), Himalaya Shipping Ltd. (Director and Company Secretary), Bruton Limited (Director and Secretary) and
2020 Bulkers Ltd. (Company Secretary).
Mr. Daniel W. Rabun has served as a Director and a
member of the Compensation Committee since April 2023. Mr. Rabun joined Ensco plc in March 2006 as President and as a member of the Board of Directors. Mr. Rabun was appointed to serve as Ensco plc’s Chief Executive Officer from January 2007 and
was elected Chairman of the Board of Directors in May 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in May 2014 and as Chairman in May 2015. Mr. Rabun serves as a Director of Golar LNG Ltd since February 2015 and
was appointed Chairman from September 2015 to September 2017. He also serves on the Compensation Committee and Nominating Committee. Mr. Rabun has also served as a non-executive director of ChampionX Corporation (“ChampionX”) since 2018, currently
is the non-executive Chairman and a member of Compensation Committee and Nomination Committee of ChampionX. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law
since 1986. He has been a US Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree
from Southern Methodist University. He has also served on the Board of Directors of APA Corporation (formerly known as Apache Corporation) as a non-executive director from 2015 till 2024, where he was a member of the Corporate Responsibility,
Governance and Nominating Committee and the Audit Committee.
Mr. Jeffrey R. Currie has served as a Director on our
Board and as a member of the Nominating and Governance Committee since October 16, 2023. Mr. Currie is a Chief Strategy Officer of Energy Pathways at The Carlyle Group since February 2024, after his retirement from Goldman Sachs after working there
for 27 years. During his last 15 years he was a Partner and the Global Head of Commodities Research where he was tasked with conducting research on commodity market dynamics, investment strategies, and asset allocation. Mr. Currie is the Chairman
of the Advisory Board of The University of Chicago’s Energy Policy Institute and also serves on the board of Abaxx Technologies since October 2, 2023. He also held roles as the European Co-Head of Economics, Commodities and Strategy Research
between 2010 and 2012. Prior to joining Goldman Sachs, Mr. Currie taught undergraduate and graduate level courses in microeconomics and econometrics at The University of Chicago and served as the associate editor of Resource and Energy Economics.
Mr. Currie also worked as a consulting economist, specializing in energy and other microeconomic issues, and has advised many government agencies. Mr. Currie is a graduate of Pepperdine University, holds a Master of Arts Economics and earned a PhD
in Economics from The University of Chicago in 1996.
Mr. Patrick Schorn has served as Director since October
2023 and has been serving as the Chief Executive Officer of the Company since September 2020, after serving as a Director since January 2018. Mr. Schorn was previously the Executive Vice President of Wells for Schlumberger Limited. Prior to this
role, he held various global management positions including President of Operations for Schlumberger Limited; President Production Group; President of Well Services; President of Completions; and GeoMarket Manager Russia. He began his career with
Schlumberger in 1991 as a Stimulation Engineer in Europe and has held various management and engineering positions in France, United States, Russia, US Gulf of Mexico and Latin America. Mr. Schorn is also a director of Bruton Ltd. Mr. Schorn holds
a Bachelor of Science degree in Oil and Gas Technology from the University Noorder Haaks in Den Helder, the Netherlands.
PROPOSAL 9 – RE-APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Board will ask the shareholders to approve the re-appointment of PricewaterhouseCoopers of London, England as the Company's independent auditors and to authorize the Board of Directors to determine
the auditors’ remuneration.
Audit services in 2024 provided by PricewaterhouseCoopers LLP included the examination of the consolidated financial statements of the Company and its subsidiaries.
PROPOSAL 10 – TO APPROVE DIRECTOR FEES
At the Meeting, the Board will ask the shareholders to approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$1,400,000 for the year ending December 31, 2025.
OTHER BUSINESS
Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting. Should any additional matters come before the
Annual General Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgement of the person or persons named in the proxy.
By Order of the Board of Directors
Mi Hong Yoon
Secretary
March 14, 2025
Hamilton, Bermuda
Exhibit 99.3
NOTICE OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS
MAY 21, 2025
NOTICE IS HEREBY given that the Annual General Meeting
of Shareholders of Borr Drilling Limited (the “Company”) (NYSE: “BORR”) will be held at the Registered Office of the Company, 2nd Floor, S.E. Pearman Building, 9
Par-la-Ville Road, Hamilton HM 11, Bermuda and via Microsoft Teams on Wednesday, May 21, 2025, at 10:00 am (local time) for the following purposes, all of which are more completely set forth in the accompanying information statement:
To receive the audited consolidated financial statements of the Company for the year ended December 31, 2024.
To consider the following Company proposals:
| 1. |
To set the maximum number of Directors to be not more than seven.
|
| 2. |
To re-elect Tor Olav Trøim as a Director of the Company.
|
| 3. |
To re-elect Alexandra Kate Blankenship as a Director of the Company.
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| 4. |
To re-elect Neil J. Glass as a Director of the Company.
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| 5. |
To re-elect Mi Hong Yoon as a Director of the Company.
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| 6. |
To re-elect Daniel W. Rabun as a Director of the Company.
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| 7. |
To re-elect Jeffrey R. Currie as a Director of the Company.
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| 8. |
To re-elect Patrick Schorn as a Director of the Company.
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| 9. |
To re-appoint PricewaterhouseCoopers LLP as auditors and to authorize the Directors to determine their remuneration.
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| 10. |
To approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$1,400,000 for the year ending December 31, 2025.
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By Order of the Board of Directors
Mi Hong Yoon
Secretary
Dated: March 14, 2025
Notes:
| 1. |
The Board of Directors has fixed the close of business on March 6, 2025, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any adjournment
thereof.
|
| 2. |
Information concerning solicitation and voting for the AGM, in connection with the business proposals and a Form of
Proxy voting for the AGM, including the Company’s audited consolidated financial statements for the year ended December 31, 2024 are available on the Company’s website at https://borrdrilling.com/ under “Investor Relations”. Shareholders can request hard copies free of charge upon request by writing to us at: 2nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM
11, Bermuda, or send an e-mail to: ir@borrdrilling.com.
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| 3. |
No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person* or by proxy, together with the power of attorney or other authority (if any) under which it is
signed, or a copy of that power of attorney certified by a notary public, is sent to the Company Secretary at myoon@borrdrilling.com, to reach the Registered Office by not later than 48 hours before the time for holding the AGM.
|
* At the time of publication of this Notice, it is anticipated that the AGM will proceed as a hybrid meeting, which means the Shareholders are able to join and participate in the
meeting either physically in person at the Registered Office, or via electronic remote participation. We strongly encourage Shareholders to participate remotely and submit a proxy electronically to ensure your shares are voted at the meeting.
| 4. |
If a Shareholder chooses to attend the AGM remotely, please contact the Company Secretary at ir@borrdrilling.com no later than 48 hours prior to the AGM, who will provide the Microsoft Teams link and dial in
numbers in advance of the AGM. Additionally, please pre-submit any questions to the Board and these will be answered at the AGM.
|
| 5. |
Each of the resolutions set out above are Ordinary Resolutions, approval of which will require the affirmative vote of a majority of the votes cast.
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| 6. |
A Form of Proxy is enclosed for use by holders of shares held through the VPS in Norway in connection with the business set out above. All holders of shares registered in the United States should use the
separate Form of Proxy provided.
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INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING”) OF BORR DRILLING LIMITED TO BE HELD ON MAY 21, 2025.
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended December 31, 2024 will be presented at the Meeting. These statements have
been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.
The Company’s audited consolidated financial statements are contained in our Annual Report on Form 20 F and available on our website at www.borrdrilling.com. Shareholders can request a hard copy free of charge
upon request by writing to us at: 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton, HM 11, Bermuda, or by sending an e-mail to: ir@borrdrilling.com. The audited consolidated financial statements of the Company for the year
ended December 31, 2024, have been provided to Shareholders via the internet as described above.
COMPANY PROPOSALS
PROPOSAL 1– MAXIMUM NUMBER OF DIRECTORS
It is proposed, in accordance with Bye-law 98, that the company set the maximum number of Directors at seven.
PROPOSALS 2, 3, 4, 5, 6, 7 AND 8 – ELECTION OF DIRECTORS
The Board has nominated the seven persons listed below for election as Directors of the Company, all of whom are presently members of the Board of Directors.
A majority of the nominees are independent under the New York Stock Exchange ("NYSE") corporate governance listing standards. To be considered independent, a director must have
no disqualifying relationships, as defined by the NYSE listing standards, and the Board must have affirmatively determined that he or she has no material relationships with the Company, either directly or as a partner, shareholder or officer of
another organization that has a relationship with the Company. The Board, having reviewed and considered all relevant relationships between the Company and that each non-executive director, Mrs. Blankenship, Mr. Glass, Mr. Currie and Mr. Rabun, meets
the independence standards for directors established by the NYSE listing standards and the Code, that each non-executive director who serves on the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board were also
determined to meet the additional independence and qualitative criteria of the NYSE’s listing standards applicable to directors serving on those committees. There are no family relationships among the director nominees or between any director nominee
and any executive officer.
As provided in the Company's Bye-laws, each Director is elected at each annual general meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or
her successor is appointed. The Board strongly supports their re-election and recommends that shareholders vote in favour of the proposed resolutions at the AGM.
Nominees For Election To The Company's Board of Directors
Information concerning the nominees for selection as Directors of the Company is set forth below:
| Name |
Director since
|
Position with the Company
|
|
|
|
|
||
|
Tor Olav Trøim
|
2016
|
Director and Chairman of the Board
|
|
|
|
|
||
|
Alexandra Kate Blankenship
|
2019
|
Director, Audit Committee Chair and Compensation Committee Chair
|
|
|
|
|
||
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Neil J. Glass
|
2019
|
Director, Audit Committee Member and Nominating and Governance Committee Chair
|
|
|
|
|
||
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Mi Hong Yoon
|
2022
|
Director and Secretary
|
|
|
|
|
||
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Daniel W. Rabun
|
2023
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Director, Compensation Committee Member
|
|
|
|
|
||
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Jeffrey R. Currie
|
2023
|
Director, Nominating and Governance Committee Member
|
|
|
|
|
||
| Patrick Schorn |
2023
|
Director and Chief Executive Officer
|
|
|
|
|
Mr. Tor Olav Trøim has
served as a Director on our Board since our incorporation and was our founder. He served as the Chairman of the Board from August 2017 until September 2019 and was appointed Chairman of the Board again in February 2022. Mr. Trøim is the founder and
sole shareholder of Magni Partners and is the senior partner (and an employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the UK. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr.
Trøim has over 30 years of experience in energy related industries serving in various positions. Before founding Magni Partners in 2014, Mr. Trøim was a Director of Seatankers Management Co. Ltd., from 1995 until September 2014 and was the Chief
Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. During his employment period for Seatankers, Mr. Troim also held executive positions in affiliated companies, which included being
CEO for Seadrill Ltd., Frontline Ltd., Ship Finance International Limited and Golar LNG Partners LP. Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985. Other directorships and management
positions include Magni Partners (Bermuda) Limited (Founding Partner), Golar LNG Limited (Chairman), Stolt-Nielsen Limited (Director) and Magni Sports AS (Director).
Mrs. Alexandra Kate Blankenship has served as a
Director on our Board and as Chair of our Audit Committee since February 26, 2019 and serves as Chair of our Compensation Committee. Mrs. Blankenship is a member of the Institute of Chartered Accountants in England and Wales and graduated from the
University of Birmingham with a Bachelor of Commerce in 1986. Mrs. Blankenship joined Frontline Ltd in 1994 and served as its Chief Accounting Officer and Company Secretary until October 2005. Among other positions, she has served on the board of
numerous publicly companies, including as Director and Audit Committee Chairperson of North Atlantic Drilling Ltd., Archer Limited, Golden Ocean Group Limited, Frontline Ltd., Avance Gas Holding Limited, Ship Finance International Limited, Seadrill
Limited, Seadrill Partners LLC, 2020 Bulkers Ltd, Diamond S Shipping Inc prior to its merger with International Seaways Inc and Eagle Bulk Shipping Inc prior to its merger with Star Bulk Carriers Corp. Mrs. Blankenship also serves as a Director
of International Seaways Inc.
Mr. Neil J. Glass has served as a Director on our Board
since December 2019 and also serves as an Audit Committee member and chairs our Nominating and Governance Committee. Mr. Glass worked for Ernst & Young for 11 years: seven years with the Edmonton, Canada office and four years with the Bermuda
office. In 1994, he became General Manager and in 1997 the sole owner of WW Management Limited, tasked with overseeing the day-to-day operations of several international companies. Mr. Glass has over 20 years’ experience as both an executive
director and as an independent non-executive director of international companies. Mr. Glass is a member of both the Chartered Professional Accountants of Bermuda and of Alberta, Canada, and is a Chartered Director and Fellow of the Institute of
Directors. Mr. Glass graduated from the University of Alberta in 1983 with a degree in Business. Mr. Glass also serves as a Director and Audit Committee Chair of Cool Company Ltd. And served as a Director and Audit Committee Member of 2020 Bulkers
Ltd and Golar LNG Partners LP.
Ms. Mi Hong Yoon joined the Company as a Director on
our Board and as our Company Secretary in March 2022. Ms. Yoon is a Managing Director of Golar Management (Bermuda) Limited since February 2022. Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance
Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. She has extensive international legal, regulatory, corporate
governance and compliance experience. Ms. Yoon graduated from the University of New South Wales with a Bachelor of Law degree (LLB) and earned a Master’s degree (LLM) in international economic law from the Chinese University of Hong Kong. She has
served as a Director and Secretary of Cool Company Ltd. Current directorships and management positions include Golar LNG Ltd. (Company Secretary), Himalaya Shipping Ltd. (Director and Company Secretary), Bruton Limited (Director and Secretary) and
2020 Bulkers Ltd. (Company Secretary).
Mr. Daniel W. Rabun has served as a Director and a
member of the Compensation Committee since April 2023. Mr. Rabun joined Ensco plc in March 2006 as President and as a member of the Board of Directors. Mr. Rabun was appointed to serve as Ensco plc’s Chief Executive Officer from January 2007 and
was elected Chairman of the Board of Directors in May 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in May 2014 and as Chairman in May 2015. Mr. Rabun serves as a Director of Golar LNG Ltd since February 2015 and
was appointed Chairman from September 2015 to September 2017. He also serves on the Compensation Committee and Nominating Committee. Mr. Rabun has also served as a non-executive director of ChampionX Corporation (“ChampionX”) since 2018, currently
is the non-executive Chairman and a member of Compensation Committee and Nomination Committee of ChampionX. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law
since 1986. He has been a US Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree
from Southern Methodist University. He has also served on the Board of Directors of APA Corporation (formerly known as Apache Corporation) as a non-executive director from 2015 till 2024, where he was a member of the Corporate Responsibility,
Governance and Nominating Committee and the Audit Committee.
Mr. Jeffrey R. Currie has served as a Director on our
Board and as a member of the Nominating and Governance Committee since October 16, 2023. Mr. Currie is a Chief Strategy Officer of Energy Pathways at The Carlyle Group since February 2024, after his retirement from Goldman Sachs after working there
for 27 years. During his last 15 years he was a Partner and the Global Head of Commodities Research where he was tasked with conducting research on commodity market dynamics, investment strategies, and asset allocation. Mr. Currie is the Chairman
of the Advisory Board of The University of Chicago’s Energy Policy Institute and also serves on the board of Abaxx Technologies since October 2, 2023. He also held roles as the European Co-Head of Economics, Commodities and Strategy Research
between 2010 and 2012. Prior to joining Goldman Sachs, Mr. Currie taught undergraduate and graduate level courses in microeconomics and econometrics at The University of Chicago and served as the associate editor of Resource and Energy Economics.
Mr. Currie also worked as a consulting economist, specializing in energy and other microeconomic issues, and has advised many government agencies. Mr. Currie is a graduate of Pepperdine University, holds a Master of Arts Economics and earned a PhD
in Economics from The University of Chicago in 1996.
Mr. Patrick Schorn has served as Director since October
2023 and has been serving as the Chief Executive Officer of the Company since September 2020, after serving as a Director since January 2018. Mr. Schorn was previously the Executive Vice President of Wells for Schlumberger Limited. Prior to this
role, he held various global management positions including President of Operations for Schlumberger Limited; President Production Group; President of Well Services; President of Completions; and GeoMarket Manager Russia. He began his career with
Schlumberger in 1991 as a Stimulation Engineer in Europe and has held various management and engineering positions in France, United States, Russia, US Gulf of Mexico and Latin America. Mr. Schorn is also a director of Bruton Ltd. Mr. Schorn holds
a Bachelor of Science degree in Oil and Gas Technology from the University Noorder Haaks in Den Helder, the Netherlands.
PROPOSAL 9 – RE-APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Board will ask the shareholders to approve the re-appointment of PricewaterhouseCoopers of London, England as the Company's independent auditors and to authorize the Board of Directors to determine
the auditors’ remuneration.
Audit services in 2024 provided by PricewaterhouseCoopers LLP included the examination of the consolidated financial statements of the Company and its subsidiaries.
PROPOSAL 10 – TO APPROVE DIRECTOR FEES
At the Meeting, the Board will ask the shareholders to approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$1,400,000 for the year ending December 31, 2025.
OTHER BUSINESS
Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting. Should any additional matters come before the
Annual General Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgement of the person or persons named in the proxy.
By Order of the Board of Directors
Mi Hong Yoon
Secretary
March 14, 2025
Hamilton, Bermuda
Borr Drilling Limited (the “Company”)
Form of Proxy for use at Annual General Meeting to be held on
May 21, 2025.
I/We ………………………………………………………………………………………………………
of …………………………………………………………………………………………………………..
being (a) holder(s) of.......................................................................... Ordinary Shares of US$0.10 each of the above-named
Company on the record date of March 6th, 2025 hereby appoint the duly appointed Chairman of the meeting or
………………………………
to act as my/our proxy at the Annual General Meeting of the Company to be held on May 21, 2025 or at any adjournment thereof, and to vote on my/our behalf as directed below.
Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.
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Proposals
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For
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Against
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Abstain
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| 1. |
To set the maximum number of Directors to be not more than seven.
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| 2. |
To re-elect Tor Olav Trøim as a Director of the Company.
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| 3. |
To re-elect Alexandra Kate Blankenship as a Director of the Company.
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| 4. |
To re-elect Neil J. Glass as a Director of the Company.
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| 5. |
To re-elect Mi Hong Yoon as a Director of the Company.
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| 6. |
To re-elect Daniel W. Rabun as a Director of the Company.
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| 7. |
To re-elect Jeffrey R. Currie as a Director of the Company.
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| 8. |
To re-elect Patrick Schorn as a Director of the Company.
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| 9. |
To re-appoint PricewaterhouseCoopers LLP as auditors and to authorize the Directors to determine their remuneration.
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| 10. |
To approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$1,400,000 for the year ending December 31, 2025.
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Date ……………………………….. Signature ………………………………………………
Notes:
| 1. |
A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
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| 2. |
Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
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| 3. |
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose,
seniority is determined by the order in which the names stand in the Register of Members.
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| 4. |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
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| 5. |
If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.
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| 6. |
This proxy should be completed and sent to the following address by not later than 48 hours before the time for holding the meeting.
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Holders of Shares registered on VPS should return their Proxy Forms to:
DNB Bank ASA
Registrars Department
PO Box 1600 Sentrum
0021 Oslo, Norway
Or via e-mail to: vote@dnb.no